(VI)
NO COMPANY IS OBLIGATED TO PERFORM ANY ACTION OR OTHERWISE INCUR
ANY EXPENSE AS A RESULT OF OR ARISING UNDER ANY VIOLATION OF OR ARISING UNDER
ANY ENVIRONMENTAL LAW, OR PURSUANT TO ANY ORDER OR AGREEMENT BY WHICH IT IS
BOUND OR HAS ASSUMED BY CONTRACT OR AGREEMENT, AND NO COMPANY IS CONDUCTING OR
FINANCING ANY RESPONSE PURSUANT TO ANY ENVIRONMENTAL LAW WITH RESPECT TO ANY
REAL PROPERTY OR ANY OTHER LOCATION;
(VII)
NO REAL PROPERTY OR FACILITY OWNED, OPERATED OR LEASED BY THE
COMPANIES AND, TO THE KNOWLEDGE OF THE COMPANIES, NO REAL PROPERTY OR FACILITY
FORMERLY OWNED, OPERATED OR LEASED BY ANY OF THE COMPANIES OR ANY OF THEIR
PREDECESSORS IN INTEREST IS (I) LISTED OR PROPOSED FOR LISTING ON THE NATIONAL
PRIORITIES LIST AS DEFINED IN AND PROMULGATED PURSUANT TO CERCLA OR (II) LISTED
ON THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY
INFORMATION SYSTEM PROMULGATED PURSUANT TO CERCLA OR (III) TO THE KNOWLEDGE OF
THE COMPANIES, INCLUDED ON ANY SIMILAR LIST MAINTAINED BY ANY GOVERNMENTAL
AUTHORITY THAT INDICATES
46
THAT ANY COMPANY HAS OR MAY HAVE AN OBLIGATION TO UNDERTAKE INVESTIGATORY OR
REMEDIATION OBLIGATIONS UNDER APPLICABLE ENVIRONMENTAL LAWS;
(VIII)
THERE ARE NO UNDERGROUND OR ABOVEGROUND STORAGE TANKS THAT ARE NOT
IN COMPLIANCE WITH ENVIRONMENTAL LAWS, WHETHER EMPTY OR CONTAINING ANY HAZARDOUS
MATERIAL, LOCATED ON ANY REAL PROPERTY;
(IX)
NO LIEN HAS BEEN RECORDED OR, TO THE KNOWLEDGE OF ANY COMPANY,
THREATENED IN WRITING UNDER ANY ENVIRONMENTAL LAW WITH RESPECT TO ANY REAL
PROPERTY OR PROPERTY OF THE COMPANIES;
(X)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL NOT REQUIRE ANY NOTIFICATION,
REGISTRATION, FILING, REPORTING, DISCLOSURE, INVESTIGATION, REMEDIATION OR
CLEANUP OBLIGATIONS PURSUANT TO ANY GOVERNMENTAL REAL PROPERTY DISCLOSURE
REQUIREMENTS OR ANY OTHER ENVIRONMENTAL LAW; AND
(XI)
THE COMPANIES ARE AND HAVE BEEN IN COMPLIANCE WITH ALL APPLICABLE
REQUIREMENTS UNDER THE CALIFORNIA TOXIC ENFORCEMENT ACT OF 1986 (PROPOSITION 65)
WITH RESPECT TO ALL PRODUCTS MANUFACTURED BY ANY COMPANY THAT ARE SOLD OR
DISTRIBUTED IN THE STATE OF CALIFORNIA.
(B)
THE COMPANIES HAVE MADE (OR, PRIOR TO THE CLOSING DATE, WILL MAKE)
AVAILABLE TO THE LENDERS ALL MATERIAL RECORDS AND FILES IN THE POSSESSION,
CUSTODY OR CONTROL OF, OR OTHERWISE REASONABLY AVAILABLE TO, THE COMPANIES
CONCERNING COMPLIANCE WITH OR LIABILITY OR OBLIGATION UNDER ENVIRONMENTAL LAW,
INCLUDING THOSE CONCERNING THE CONDITION OF THE REAL PROPERTY OR THE ACTUAL OR
SUSPECTED EXISTENCE OR RELEASE OF HAZARDOUS MATERIALS AT, UNDER OR FROM REAL
PROPERTY OR FACILITIES CURRENTLY OR FORMERLY OWNED, OPERATED, LEASED OR USED BY
ANY OF THE COMPANIES.
Section 3.19
Insurance.
Schedule 3.19 sets forth a true, complete and
accurate description in reasonable detail of all insurance maintained by each
Company as of the Closing Date.
Each Company has insurance in such amounts and
covering such risks and liabilities as are customary for companies of a similar
size engaged in similar businesses in similar locations.
All insurance
maintained by the