MAKE THE STATEMENTS CONTAINED THEREIN OR HEREIN NOT MISLEADING.
THERE
IS NO FACT KNOWN TO THE BORROWER WHICH HAS, OR WOULD IN THE NOW FORESEEABLE
FUTURE HAVE, A MATERIAL ADVERSE EFFECT ON THE BUSINESS, PROSPECTS OR CONDITION,
FINANCIAL OR OTHERWISE, OF THE BORROWER OR ANY OF ITS RESPECTIVE PROPERTIES OR
ASSETS, WHICH FACT HAS NOT BEEN SET FORTH HEREIN, OR IN THE FINANCIAL STATEMENTS
OR ANY CERTIFICATE, OPINION, OR OTHER STATEMENT MADE OR FURNISHED TO THE
ADMINISTRATIVE AGENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, THE SCHEDULES TO THIS AGREEMENT SHALL BE PROMPTLY UPDATED BY THE
BORROWER WHENEVER NECESSARY TO REFLECT EVENTS THAT HAVE OCCURRED WHICH WOULD
MAKE THE LATEST SCHEDULES DELIVERED BY THE BORROWER TO THE BANKS INACCURATE OR
MISLEADING; PROVIDED, HOWEVER, THAT NO UPDATING OF THE SCHEDULES SHALL OPERATE
TO:
(I) CURE A BREACH OF A REPRESENTATION OR WARRANTY PREVIOUSLY MADE BY THE
BORROWER OR ANY GUARANTOR; (II) MODIFY ANY OF THE COVENANTS OR OBLIGATIONS OF
THE BORROWER OR ANY GUARANTOR UNDER ANY LOAN DOCUMENT (INCLUDING ANY AFFIRMATIVE
COVENANTS, NEGATIVE COVENANTS OR FINANCIAL COVENANTS); (III) PREVENT THE
OCCURRENCE OF THE DISCLOSED EVENT FROM CONSTITUTING A DEFAULT IF THE OCCURRENCE
OF SUCH EVENT OTHERWISE CONSTITUTES A DEFAULT; OR (IV) EXPAND THE DEFINITIONS OF
"EXISTING DEBT" OR "PERMITTED LIENS" ALLOWED UNDER THIS AGREEMENT.
SECTION 3.25.
COMPLIANCE WITH ENVIRONMENTAL LAWS.
THE OPERATIONS OF
THE BORROWER AND EACH OF ITS SUBSIDIARIES ARE, AND HAVE BEEN AT ALL TIMES, IN
FULL COMPLIANCE WITH ALL ENVIRONMENTAL LAWS.
NONE OF THE OPERATIONS OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES ARE THE SUBJECT OF ANY JUDICIAL OR
ADMINISTRATIVE PROCEEDING ALLEGING THE VIOLATION OF ANY ENVIRONMENTAL LAWS.
NONE OF THE OPERATIONS OF
46
THE BORROWER OR ANY OF ITS SUBSIDIARIES ARE THE SUBJECT OF ANY FEDERAL OR STATE
INVESTIGATION EVALUATING WHETHER THE BORROWER OR ANY OF ITS SUBSIDIARIES
DISPOSED OF ANY HAZARDOUS SUBSTANCE AT ANY SITE THAT MAY REQUIRE REMEDIAL
ACTION, OR ANY FEDERAL OR STATE INVESTIGATION EVALUATING WHETHER ANY REMEDIAL
ACTION IS NEEDED TO RESPOND TO A RELEASE OF ANY HAZARDOUS SUBSTANCE.
NEITHER
THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS FILED ANY NOTICE UNDER ANY
ENVIRONMENTAL LAW INDICATING PAST OR PRESENT TREATMENT, STORAGE OR DISPOSAL OF A
HAZARDOUS SUBSTANCE OR REPORTING A SPILL OR RELEASE OF A HAZARDOUS SUBSTANCE
INTO THE ENVIRONMENT.
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS ANY
CONTINGENT LIABILITY OF WHICH THE BORROWER HAS KNOWLEDGE OR REASONABLY SHOULD
HAVE KNOWLEDGE IN CONNECTION WITH ANY RELEASE OF ANY HAZARDOUS SUBSTANCE, NOR
HAS THE BORROWER OR ANY OF ITS SUBSIDIARIES RECEIVED ANY WRITTEN NOTICE OR BEEN
OTHERWISE MADE AWARE OF ANY CLAIM, INVESTIGATION, PROCEEDING, ACTION OR INQUIRY
FROM ANY GOVERNMENTAL AUTHORITY OR ANY THIRD PERSON ARISING FROM OR PURSUANT TO
ANY ENVIRONMENTAL LAW ("ENVIRONMENTAL CLAIM"), OR BEEN A PARTY TO ANY SUCH
CLAIM, INVESTIGATION, PROCEEDING OR INQUIRY, EVEN AS A PLAINTIFF OR
COMPLAINANT.
IN THE EVENT THAT THE BORROWER BECOMES AWARE OF ANY INFORMATION
INDICATING THAT EITHER (I) ANY REAL PROPERTY OWNED OR LEASED BY THE BORROWER IS
IN