OR OPERATION, EITHER VOLUNTARILY OR PURSUANT TO
THE ORDER OF ANY GOVERNMENTAL OR REGULATORY AUTHORITY OR THE REQUIREMENTS OF ANY
ENVIRONMENTAL LAW WHICH COULD REASONABLY BE EXPECTED TO RESULT IN MATERIAL
LIABILITY; AND ALL WASTE HAZARDOUS MATERIALS GENERATED, USED, TREATED, HANDLED
OR STORED AT, OR TRANSPORTED TO OR FROM, ANY PROPERTY CURRENTLY OR FORMERLY
OWNED OR OPERATED BY ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES HAVE BEEN
DISPOSED OF IN A MANNER NOT REASONABLY EXPECTED TO RESULT IN MATERIAL LIABILITY
TO ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES.
(M)
SET FORTH ON SCHEDULE 4.01(M) HERETO, EXCEPT
FOR LIENS OTHERWISE PERMITTED UNDER SECTION 5.02(A), IS A COMPLETE AND ACCURATE
LIST OF ALL LIENS ON THE PROPERTY OR ASSETS OF ANY LOAN PARTY OR ANY SIGNIFICANT
SUBSIDIARY (OTHER THAN SUCH LIENS AS MAY EXIST ON THE PROPERTY OR ASSETS OF
NON-U.S. SUBSIDIARIES THAT SECURE OBLIGATIONS THE AGGREGATE PRINCIPAL AMOUNT OF
WHICH DOES NOT EXCEED (X) $5,000,000 FOR ALL SUCH LIENS ON THE PROPERTY OR
ASSETS OF ANY NON-U.S. SUBSIDIARY OR (Y) $10,000,000 FOR ALL SUCH LIENS ON THE
PROPERTY OR ASSETS OF ALL NON-U.S. SUBSIDIARIES), SHOWING AS OF THE DATE HEREOF
THE LIENHOLDER THEREOF, THE PRINCIPAL AMOUNT OF THE OBLIGATIONS SECURED THEREBY
AND THE PROPERTY OR ASSETS OF SUCH LOAN PARTY OR SUCH SIGNIFICANT SUBSIDIARY
SUBJECT THERETO.
ARTICLE V
COVENANTS
SECTION 5.01
Affirmative Covenants.
So long as any Advance or any other
Obligation of any Loan Party under or in respect of any Loan Document shall
remain unpaid, any Letter of Credit shall be outstanding or any Lender Party
shall have any Commitment hereunder, the Company will:
(A)
COMPLIANCE WITH LAWS, ETC.
COMPLY, AND
CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY WITH ALL APPLICABLE LAWS, RULES,
REGULATIONS AND ORDERS, SUCH COMPLIANCE TO INCLUDE, WITHOUT LIMITATION,
COMPLIANCE WITH ERISA AND ENVIRONMENTAL LAWS, EXCEPT WHERE FAILURE TO COMPLY
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(B)
PAYMENT OF TAXES, ETC.
PAY AND DISCHARGE,
AND CAUSE EACH OF ITS SUBSIDIARIES TO PAY AND DISCHARGE, BEFORE THE SAME SHALL
BECOME DELINQUENT, (I) ALL MATERIAL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES
OR LEVIES IMPOSED UPON IT OR UPON ITS PROPERTY AND (II) ALL LAWFUL CLAIMS THAT,
IF UNPAID, MIGHT BY LAW BECOME A LIEN UPON ITS PROPERTY WHICH IS NOT OTHERWISE
PERMITTED HEREUNDER; PROVIDED, HOWEVER, THAT NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES SHALL BE REQUIRED TO PAY OR DISCHARGE ANY SUCH TAX, ASSESSMENT,
CHARGE OR CLAIM THAT IS BEING CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS
AND AS TO WHICH APPROPRIATE RESERVES ARE BEING MAINTAINED, UNLESS AND UNTIL ANY
LIEN RESULTING THEREFROM ATTACHES TO ITS PROPERTY AND BECOMES ENFORCEABLE
AGAINST ITS OTHER CREDITORS.
(C)
COMPLIANCE WITH ENVIRONMENTAL LAWS.
COMPLY, AND CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY, IN ALL MATERIAL RESPECTS,
WITH ALL APPLICABLE ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS; OBTAIN AND
RENEW, AND CAUSE EACH OF ITS SUBSIDIARIES TO OBTAIN AND RENEW, ALL ENVIRONMENTAL
PERMITS NECESSARY FOR ITS OPERATIONS AND PROPERTIES; AND CONDUCT, AND CAUSE EACH
OF ITS SUBSIDIARIES TO CONDUCT, ANY