OTHER THAN AN UNLIMITED LIABILITY
COMPANY.
7.13
PRESS RELEASE; PUBLIC OFFERING MATERIALS.
ISSUE
ANY PRESS RELEASES OR OTHER PUBLIC DISCLOSURE (INCLUDING ANY PROSPECTUS, PROXY
STATEMENT OR OTHER MATERIALS FILED WITH ANY GOVERNMENTAL AUTHORITY RELATING TO A
PUBLIC OFFERING OF THE CAPITAL STOCK OR OTHER EQUITY SECURITIES OF ANY LOAN
PARTY) USING THE NAME OF GE CAPITAL OR ITS AFFILIATES OR SPECIFICALLY REFERRING
TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE RELATED TRANSACTIONS
DOCUMENTS WITHOUT AT LEAST TWO (2) BUSINESS DAYS' PRIOR NOTICE TO GE CAPITAL AND
WITHOUT THE PRIOR WRITTEN CONSENT OF GE CAPITAL EXCEPT THAT, TO THE EXTENT (AND
ONLY TO THE EXTENT) SUCH DISCLOSURE IS REQUIRED UNDER APPLICABLE LAW OR UNDER
THE APPLICABLE RULES OF ANY NATIONAL SECURITIES EXCHANGE, NATIONAL SECURITIES
ASSOCIATION, NATIONAL MARKET SYSTEM OR OTHER-SELF-REGULATORY ORGANIZATION, THE
LOAN PARTIES MAY MAKE SUCH DISCLOSURE WITHOUT THE CONSENT OF GE CAPITAL AND,
EXCEPT IN THE CASE OF ANY MATERIAL DISCLOSURE, WITHOUT GIVING PRIOR NOTICE TO GE
CAPITAL, PROVIDED THAT THE LOAN PARTIES MUST IN ALL EVENTS USE REASONABLE
EFFORTS TO CONSULT WITH GE CAPITAL BEFORE MAKING SUCH DISCLOSURE.
EACH OBLIGOR
CONSENTS TO THE PUBLICATION BY AGENT OR ANY LENDER OF A TOMBSTONE OR SIMILAR
ADVERTISING MATERIAL RELATING TO THE FINANCING TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
AGENT OR SUCH LENDER SHALL PROVIDE A DRAFT OF ANY SUCH TOMBSTONE OR
SIMILAR ADVERTISING MATERIAL TO BORROWER FOR REVIEW AND COMMENT PRIOR TO THE
PUBLICATION THEREOF.
AGENT RESERVES THE RIGHT TO PROVIDE TO INDUSTRY TRADE
ORGANIZATIONS INFORMATION NECESSARY AND CUSTOMARY FOR INCLUSION IN LEAGUE TABLE
MEASUREMENTS.
7.14
BANK ACCOUNTS.
ESTABLISH ANY NEW BANK ACCOUNTS,
OR ATTEMPT TO AMEND OR TERMINATE ANY BLOCKED ACCOUNT OR LOCKBOX AGREEMENT
WITHOUT AGENT'S PRIOR WRITTEN CONSENT.
7.15
IRS FORM 8821.
REVOKE UNITED STATES OF AMERICA
INTERNAL REVENUE SERVICE ("IRS") FORM 8821 DESIGNATING AGENT AS BORROWER'S
APPOINTEE TO RECEIVE DIRECTLY FROM THE IRS, ON AN ON-GOING BASIS, CERTAIN TAX
INFORMATION, NOTICES AND OTHER WRITTEN COMMUNICATION OR FAIL TO TAKE ACTIONS
NECESSARY TO RENEW SUCH FORM 8821 PRIOR TO ITS EXPIRATION FOR ALL TIME PERIODS
PRIOR TO THE TERMINATION DATE.
7.16
HAZARDOUS MATERIALS.
CAUSE OR PERMIT A RELEASE
OF ANY HAZARDOUS MATERIAL ON, AT, IN, UNDER, ABOVE, TO, FROM OR ABOUT ANY OF THE
REAL ESTATE WHERE SUCH RELEASE WOULD
45
(A) VIOLATE IN ANY RESPECT, OR FORM THE BASIS FOR ANY ENVIRONMENTAL LIABILITIES
BY THE LOAN PARTIES UNDER, ANY ENVIRONMENTAL LAWS OR ENVIRONMENTAL PERMITS OR
(B) OTHERWISE ADVERSELY IMPACT THE VALUE OR MARKETABILITY OF ANY OF THE REAL
ESTATE OR ANY OF THE COLLATERAL, OTHER THAN SUCH VIOLATIONS OR ENVIRONMENTAL
LIABILITIES THAT COULD NOT REASONABLY BE EXPECTED, IN EITHER CASE, TO HAVE A
MATERIAL ADVERSE EFFECT.
7.17
CIGNA IMPRESS ACCOUNT.
MAINTAIN MORE THAN
$125,000 ON DEPOSIT IN THE CIGNA IMPRESS ACCOUNT.
SECTION 8.
DEFAULT, RIGHTS AND REMEDIES
8.1
EVENT OF DEFAULT.
"EVENT OF DEFAULT" SHALL
MEAN THE OCCURRENCE OR EXISTENCE OF ANY ONE OR MORE OF THE FOLLOWING (FOR EACH
SUBSECTION A DIFFERENT GRACE OR CURE PERIOD MAY BE SPECIFIED, IF NO GRACE OR
CURE PERIOD