by Borrowers shall be to Borrowers' knowledge; and
(iv)
none of the Borrowers and their Subsidiaries, any Mortgaged
Property or the Headquarters Facility and the Domestic Distribution Facilities
is subject to any applicable Environmental Law requiring the performance of
Hazardous Substances site assessments, or the removal or remediation of
Hazardous Substances, or the giving of notice to any Governmental Authority or
the recording or delivery to other Persons of an environmental disclosure
document or statement by virtue of the transactions set forth herein and
contemplated hereby, or as a condition to the recording of any Mortgage or to
the effectiveness of any other transactions contemplated hereby.
4.19
LITIGATION.
Except as described in EXHIBIT 4.19 there is not presently pending or threatened
by or against any Obligor any suit, action, proceeding, or investigation which,
if determined adversely to such Obligor, would have a Material Adverse Effect.
4.20
DIVIDENDS; INVESTMENTS; CORPORATE ACTION.
(a)
The Obligors shall not, except as set forth in EXHIBIT 4.20:
(i)
Pay any cash dividend or make any other distribution in respect of any
class of the Obligors' capital stock (except as permitted in Section 4.20(b));
(ii)
Redeem, retire, purchase, or acquire any Obligor's capital stock or
Securities, except as permitted under Section 4.20(b), and, in any event, unless
such stock repurchases are approved by the Lead Borrower's Board of Directors
and be no be less favorable to the Borrowers than those which would have been
charged and imposed in an arms length transaction;
(III)
INVEST IN OR PURCHASE ANY STOCK OR SECURITIES OR RIGHTS TO PURCHASE ANY
SUCH STOCK OR SECURITIES, OF ANY CORPORATION OR OTHER ENTITY (EXCEPT (A) IN
ELIGIBLE LIQUID COLLATERAL, (B) INVESTMENTS (INCLUDING, WITHOUT LIMITATION,
CAPITAL CONTRIBUTIONS AND LOANS) TO GUARANTOR OR ITS SUBSIDIARIES, IN AN
AGGREGATE AMOUNT NOT TO EXCEED FIFTEEN MILLION DOLLARS ($15,000,000) (WITHOUT
DUPLICATION OF THE ADVANCES PERMITTED UNDER SECTION 4.21(E) HEREOF) IN THE
AGGREGATE AFTER THE CLOSING DATE; (C) AS PERMITTED IN SECTION 4.20(C); (D) SO
LONG AS THERE HAS NOT OCCURRED A SUSPENSION EVENT OR AN EVENT OF DEFAULT, AND NO
SUSPENSION EVENT OR EVENT OF DEFAULT WOULD RESULT THEREFROM, CONTRIBUTIONS UNDER
ONE OR MORE APPROVED SECURITY-FREE SERPS TO THE RELATED SECURITY-FREE RABBI
TRUSTS IN THE AMOUNT OF NOT MORE THAN $4,000,000 PER ANNUM, AND NOT MORE THAN
$10,000,000 IN THE AGGREGATE, AND SUBJECT TO DELIVERY OF A CERTIFICATE TO THE
ADMINISTRATIVE AGENT DEMONSTRATING PRO FORMA COMPLIANCE WITH SECTION 5.12 HEREOF
UPON AND FOLLOWING THE
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MAKING OF SUCH CONTRIBUTIONS); (E) INVESTMENTS OF THE ASSETS HELD IN ANY
SECURITY-FREE RABBI TRUSTS PURSUANT TO APPROVED SECURITY-FREE SERPS; AND (F)
FIXED INCOME INSTRUMENTS OR FIXED INCOME EQUITY SECURITIES, IN EACH CASE RATED
A- OR BETTER BY A RATING AGENCY ACCEPTABLE TO ADMINISTRATIVE AGENT WITH
INTERMEDIATE TO PERPETUAL MATURITIES THAT (I) ARE STRUCTURED WITH FREQUENT
SHORT-TERM AUCTION PERIODS OF THE TYPE DESCRIBED IN EXHIBIT 4.20 AND THAT MEET
THE QUALIFICATIONS WITH RESPECT THERETO AS SET FORTH THEREIN; AND (II) ARE
SUBJECT TO THE FIRST-PRIORITY SECURITY INTEREST IN FAVOR OF THE TERM