any party to any Material Contract (other than
any Credit Party) if such termination could reasonably be expected to have a
Material Averse Effect.
All of such Material Contracts are valid, subsisting
and in full force and effect and none of the Credit Parties, as applicable, or,
to the knowledge of the Credit Parties, any other parties, are in default
thereunder, in each case except as could not reasonably be expected to have a
Material Adverse Effect.
6.18
ENVIRONMENTAL COMPLIANCE.
(A)
HAZARDOUS MATERIALS.
EXCEPT IN EACH CASE AS SET FORTH ON SCHEDULE
6.18, (I) NO HAZARDOUS MATERIALS ARE LOCATED ON ANY PROPERTIES NOW OR PREVIOUSLY
OWNED, LEASED OR OPERATED BY ANY CREDIT PARTY OR HAVE BEEN RELEASED INTO THE
ENVIRONMENT, OR DEPOSITED, DISCHARGED, PLACED OR DISPOSED OF AT, ON, UNDER OR
NEAR ANY OF SUCH PROPERTIES IN A MANNER THAT WOULD REQUIRE THE TAKING OF ANY
ACTION UNDER ANY ENVIRONMENTAL LAW AND COULD REASONABLY BE EXPECTED TO GIVE RISE
TO, REMEDIATION COSTS AND EXPENSES ON THE PART OF THE CREDIT PARTIES IN EXCESS
OF AN AMOUNT THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
NO PORTION OF ANY SUCH PROPERTY IS BEING USED, OR HAS BEEN USED AT ANY
PREVIOUS TIME, FOR THE DISPOSAL, STORAGE, TREATMENT, PROCESSING OR OTHER
HANDLING OF HAZARDOUS MATERIALS IN VIOLATION OF ANY ENVIRONMENTAL LAW; AND
(II) TO THE KNOWLEDGE OF COMPANY, ALL ORAL OR WRITTEN NOTIFICATIONS OF A RELEASE
OF HAZARDOUS MATERIALS REQUIRED TO BE FILED BY OR ON BEHALF OF ANY CREDIT PARTY
UNDER ANY APPLICABLE ENVIRONMENTAL LAW HAVE BEEN FILED OR ARE IN THE PROCESS OF
BEING TIMELY FILED BY OR ON BEHALF OF THE APPLICABLE CREDIT PARTY.
(B)
NOTICES REGARDING ENVIRONMENTAL COMPLIANCE.
EXCEPT IN EACH CASE
AS SET FORTH ON SCHEDULE 6.18, NO NOTICE, NOTIFICATION, DEMAND, REQUEST FOR
INFORMATION, CITATION, SUMMONS, COMPLAINT OR ORDER HAS BEEN ISSUED, NO COMPLAINT
HAS BEEN FILED, NO PENALTY HAS BEEN ASSESSED AND NO INVESTIGATION OR REVIEW IS
PENDING, OR TO COMPANY'S KNOWLEDGE, THREATENED BY ANY GOVERNMENTAL AUTHORITY OR
OTHER PERSON WITH RESPECT TO ANY (I) ALLEGED VIOLATION BY ANY CREDIT PARTY OF
ANY ENVIRONMENTAL LAW, (II) ALLEGED FAILURE BY ANY CREDIT PARTY TO HAVE ANY
PERMITS REQUIRED IN CONNECTION WITH THE CONDUCT OF ITS BUSINESS OR TO COMPLY
WITH THE TERMS AND CONDITIONS THEREOF, (III) ANY GENERATION, TREATMENT, STORAGE,
RECYCLING, TRANSPORTATION OR DISPOSAL OF ANY HAZARDOUS MATERIALS OR (IV) RELEASE
OF HAZARDOUS MATERIALS.
27
(C)
PROPERTIES REQUIRING REMEDIATION.
EXCEPT IN EACH CASE AS SET
FORTH ON SCHEDULE 6.18, NO PROPERTY NOW OWNED OR LEASED BY ANY CREDIT PARTY AND,
TO THE KNOWLEDGE OF COMPANY, NO SUCH PROPERTY PREVIOUSLY OWNED OR LEASED BY ANY
CREDIT PARTY, TO WHICH ANY CREDIT PARTY HAS TRANSPORTED OR ARRANGED FOR THE
TRANSPORTATION OF ANY HAZARDOUS MATERIALS, IS LISTED OR, TO COMPANY'S KNOWLEDGE,
PROPOSED FOR LISTING, ON THE NATIONAL PRIORITIES LIST PROMULGATED PURSUANT TO
CERCLA, OR CERCLIS (AS DEFINED IN CERCLA) OR ANY SIMILAR STATE LIST OR IS THE
SUBJECT OF FEDERAL, STATE OR LOCAL ENFORCEMENT ACTIONS OR,