COMPLIANCE
IN ALL MATERIAL RESPECTS WITH THE ENVIRONMENTAL GUIDELINES.
(B)
NO NOTICE, NOTIFICATION, DEMAND, CITATION, SUMMONS, OR ORDER HAS
BEEN ISSUED AND DELIVERED TO MSC, NO WRITTEN COMPLAINTS HAVE BEEN FILED AND
NOTICE THEREOF SERVED ON MSC, NO PENALTY HAS BEEN ASSESSED, AND, TO THE
KNOWLEDGE OF APEX, NO INVESTIGATION OR REVIEW IS PENDING OR THREATENED BY ANY
GOVERNMENTAL AUTHORITY OR OTHER PERSON WITH RESPECT TO ANY ALLEGED FAILURE BY
MSC TO HAVE ANY MATERIAL ENVIRONMENTAL GOVERNMENT APPROVAL OR TO COMPLY WITH ANY
APPLICABLE ENVIRONMENTAL LAW.
SECTION 4.13
INTERESTED PARTY TRANSACTIONS.
OTHER THAN TRANSACTIONS
REQUIRED OR PERMITTED BY THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS,
SECTION 4.13 OF THE APEX DISCLOSURE SCHEDULE LISTS ALL TRANSACTIONS AND
CONTRACTS BETWEEN APEX OR ANY OF ITS SUBSIDIARIES (OTHER THAN MSC, NEW METALS,
OR NEW CAYMAN), ON THE ONE HAND, AND MSC, NEW METALS, OR NEW CAYMAN, ON THE
OTHER HAND, IN EACH CASE THAT INVOLVES CONSIDERATION OF US$500,000 OR MORE AND
HAS NOT YET BEEN FULLY PERFORMED.
SECTION 4.14
INSURANCE.
EACH OF MSC, NEW METALS, AND NEW CAYMAN
MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURERS, INSURANCE WITH RESPECT
TO ITS PROPERTIES AND BUSINESS AGAINST SUCH CASUALTIES AND CONTINGENCIES AND IN
SUCH AMOUNTS AS ARE USUALLY CARRIED BY BUSINESSES ENGAGED IN SIMILAR ACTIVITIES
AS MSC, NEW METALS, AND NEW CAYMAN AND LOCATED IN SIMILAR GEOGRAPHIC AREAS IN
WHICH MSC, NEW METALS, AND NEW CAYMAN OPERATE.
SECTION 4.15
FINANCING DOCUMENTS.
SECTION 4.15 OF THE APEX DISCLOSURE
SCHEDULE SETS FORTH A CORRECT AND COMPLETE LIST OF ALL FINANCING DOCUMENTS TO
WHICH APEX OR ANY OF ITS SUBSIDIARIES IS A PARTY AND OF ALL OTHER CONTRACTS
(EXCEPT SCHEDULED CONTRACTS AND THE NEW AND AMENDED FINANCING DOCUMENTS)
PURSUANT TO WHICH APEX OR ANY OF ITS SUBSIDIARIES IS REQUIRED TO PROVIDE CREDIT
SUPPORT IN RESPECT OF THE PROJECT OR ANY OF MSC, OLD METALS, NEW METALS, OR NEW
CAYMAN.
TRUE, CORRECT, AND COMPLETE COPIES OF ALL SUCH FINANCING DOCUMENTS AND
OTHER
38
CONTRACTS, INCLUDING ALL AMENDMENTS, SUPPLEMENTS, MODIFICATIONS, AND WAIVERS
THEREOF, ARE INCLUDED AS SECTION 4.15 OF THE APEX DISCLOSURE BUNDLE.
SECTION 4.16
NO DEFAULT.
EXCEPT AS DISCLOSED IN SECTION 4.16 OF THE
APEX DISCLOSURE SCHEDULE, TO THE KNOWLEDGE OF APEX, NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 4.17
PERFORMANCE SECURITY.
THERE ARE NO LETTERS OF CREDIT,
PERFORMANCE BONDS, OR OTHER TYPES OF PERFORMANCE SECURITY CURRENTLY REQUIRED TO
BE POSTED AND IN FULL FORCE AND EFFECT UNDER THE FINANCING DOCUMENTS OR THE
SCHEDULED CONTRACTS, OTHER THAN THOSE LISTED ON SECTION 4.17 OF THE APEX
DISCLOSURE SCHEDULE (THE "PERFORMANCE SECURITY").
NO DRAWING HAS BEEN MADE
UNDER ANY OF THE PERFORMANCE SECURITY AND, TO THE KNOWLEDGE OF APEX, NO EVENT
HAS OCCURRED AND CURRENTLY EXISTS THAT GIVES OR REASONABLY COULD BE EXPECTED TO
GIVE ANY BENEFICIARY OF A PERFORMANCE SECURITY THE RIGHT TO DRAW THEREUNDER.
SECTION 4.18
ACQUIRED ENTITIES.
IMMEDIATELY PRIOR TO THE CLOSING,
EACH OF NEW SWEDEN 1 AND NEW SWEDEN 2: (A) HAD NO OUTSTANDING INDEBTEDNESS;
(B) HAD NO LIABILITIES (WHETHER KNOWN OR