MATERIAL
ADVERSE EFFECT:
(I) THE BORROWER AND EACH OF THE SUBSIDIARIES AND ALL REAL
ESTATE ARE IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS; (II) NEITHER THE BORROWER
NOR ANY SUBSIDIARY IS SUBJECT TO ANY ENVIRONMENTAL CLAIM OR ANY OTHER LIABILITY
UNDER ANY ENVIRONMENTAL LAW; (III) NEITHER THE BORROWER NOR ANY SUBSIDIARY IS
CONDUCTING ANY INVESTIGATION, REMOVAL, REMEDIAL OR OTHER CORRECTIVE ACTION
PURSUANT TO ANY ENVIRONMENTAL LAW AT ANY LOCATION; AND (IV) NO UNDERGROUND
STORAGE TANK OR RELATED PIPING, OR ANY IMPOUNDMENT OR OTHER DISPOSAL AREA
CONTAINING HAZARDOUS MATERIALS IS LOCATED AT, ON OR UNDER ANY REAL ESTATE
CURRENTLY OWNED OR LEASED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES.
(B)
NEITHER THE BORROWER NOR ANY OF THE SUBSIDIARIES HAS TREATED,
STORED, TRANSPORTED, RELEASED OR DISPOSED OR ARRANGED FOR DISPOSAL OR TRANSPORT
FOR DISPOSAL OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY CURRENTLY OR
FORMERLY OWNED OR LEASED REAL ESTATE OR FACILITY IN A MANNER THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
90
8.15.
PROPERTIES.
(A)
THE BORROWER AND EACH OF THE SUBSIDIARIES HAVE GOOD AND MARKETABLE
TITLE TO OR VALID LEASEHOLD INTERESTS IN ALL PROPERTIES THAT ARE NECESSARY FOR
THE OPERATION OF THEIR RESPECTIVE BUSINESSES AS CURRENTLY CONDUCTED AND AS
PROPOSED TO BE CONDUCTED, FREE AND CLEAR OF ALL LIENS (OTHER THAN ANY LIENS
PERMITTED BY THIS AGREEMENT) AND EXCEPT WHERE THE FAILURE TO HAVE SUCH GOOD
TITLE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND (B)
NO MORTGAGE ENCUMBERS IMPROVED REAL ESTATE THAT IS LOCATED IN AN AREA THAT HAS
BEEN IDENTIFIED BY THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT AS AN AREA
HAVING SPECIAL FLOOD HAZARDS WITHIN THE MEANING OF THE NATIONAL FLOOD INSURANCE
ACT OF 1968 UNLESS FLOOD INSURANCE AVAILABLE UNDER SUCH ACT HAS BEEN OBTAINED IN
ACCORDANCE WITH SECTION 9.3(B).
8.16.
SOLVENCY. ON THE CLOSING DATE (AFTER GIVING EFFECT TO THE
TRANSACTIONS), IMMEDIATELY FOLLOWING THE MAKING OF EACH LOAN AND AFTER GIVING
EFFECT TO THE APPLICATION OF THE PROCEEDS OF SUCH LOANS, THE BORROWER ON A
CONSOLIDATED BASIS WITH ITS SUBSIDIARIES WILL BE SOLVENT.
SECTION 9.
AFFIRMATIVE COVENANTS
The Borrower hereby covenants and agrees that on the Closing Date and
thereafter, until the Commitments, the Swingline Commitment and each Letter of
Credit have terminated and the Loans and Unpaid Drawings, together with
interest, Fees and all other Obligations incurred hereunder (other than
contingent indemnity obligations), are paid in full:
9.1.
INFORMATION COVENANTS. THE BORROWER WILL FURNISH TO THE
ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY MAKE SUCH INFORMATION AVAILABLE TO
THE LENDERS IN ACCORDANCE WITH ITS CUSTOMARY PRACTICE):
(a)
Annual Financial Statements. As soon as available and in any event
within 5 days after the date on which such financial statements are required to
be filed with the SEC (after giving effect to any permitted extensions) (or, if
such financial statements are not required to be filed with the SEC, on or
before the date that is 90 days after the end of each such fiscal year), the
consolidated