LISTED OR PROPOSED FOR LISTING ON THE NATIONAL PRIORITIES
LIST PROMULGATED PURSUANT TO CERCLA OR (II) LISTED ON THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY INFORMATION SYSTEM
PROMULGATED PURSUANT TO CERCLA OR (III) INCLUDED ON ANY SIMILAR LIST MAINTAINED
BY ANY GOVERNMENTAL AUTHORITY INCLUDING ANY SUCH LIST RELATING TO PETROLEUM;
(III)
NO LIEN HAS BEEN RECORDED OR, TO THE KNOWLEDGE OF ANY COMPANY,
THREATENED UNDER ANY ENVIRONMENTAL LAW WITH RESPECT TO ANY REAL PROPERTY OR
OTHER ASSETS OF THE COMPANIES;
(IV)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT REQUIRE ANY
NOTIFICATION, REGISTRATION, FILING, REPORTING, DISCLOSURE, INVESTIGATION,
REMEDIATION OR CLEANUP PURSUANT TO ANY GOVERNMENTAL REAL PROPERTY DISCLOSURE
REQUIREMENTS OR ANY OTHER APPLICABLE ENVIRONMENTAL LAW; AND
(V)
THE COMPANIES HAVE MADE AVAILABLE TO THE LENDERS ALL MATERIAL
RECORDS AND FILES IN THE POSSESSION, CUSTODY OR CONTROL OF, OR OTHERWISE
REASONABLY AVAILABLE TO,
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THE COMPANIES CONCERNING COMPLIANCE WITH OR LIABILITY UNDER ENVIRONMENTAL LAW,
INCLUDING THOSE CONCERNING THE ACTUAL OR SUSPECTED EXISTENCE OF HAZARDOUS
MATERIAL AT REAL PROPERTY OR FACILITIES CURRENTLY OR FORMERLY OWNED, OPERATED,
LEASED OR USED BY THE COMPANIES.
SECTION 3.19.
Insurance.
Schedule 3.19 sets forth a true, complete and
correct description of all insurance maintained by each Company as of the
Closing Date.
All insurance maintained by the Companies is in full force and
effect, all premiums have been duly paid, no Company has received notice of
violation or cancellation thereof, the Premises, and the use, occupancy and
operation thereof, comply in all material respects with all Insurance
Requirements, and there exists no default under any Insurance Requirement,
except for minor defaults that, taken as a whole, do not adversely affect the
coverage provided by such insurance.
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.
SECTION 3.20.
Security Documents.
(A)
SECURITY AGREEMENTS.
THE EXECUTION AND DELIVERY OF THE SECURITY
DOCUMENTS BY THE LOAN PARTIES ON THE ORIGINAL CLOSING DATE, TOGETHER WITH THE
ACTIONS TAKEN ON OR PRIOR TO THE DATE HEREOF (INCLUDING (I) THE FILING OF
FINANCING STATEMENTS AND OTHER FILINGS IN APPROPRIATE FORM IN THE OFFICES
SPECIFIED ON SCHEDULE 7 TO THE INITIAL PERFECTION CERTIFICATE, (II) THE FILING
OF THE SECURITY AGREEMENTS OR A SHORT FORM THEREOF IN THE UNITED STATES PATENT
AND TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT OFFICE OR THE CANADIAN
INTELLECTUAL PROPERTY OFFICE, AS APPLICABLE, AND (III) THE DELIVERY TO THE
APPLICABLE COLLATERAL AGENT OF THE SECURITY AGREEMENT COLLATERAL WITH RESPECT TO
WHICH A SECURITY INTEREST MAY BE PERFECTED ONLY BY POSSESSION OR CONTROL (ALL OF
WHICH COLLATERAL HAS BEEN SO DELIVERED TO THE EXTENT POSSESSION OR CONTROL BY
SUCH COLLATERAL AGENT IS REQUIRED BY THE APPLICABLE SECURITY DOCUMENT) WAS AND
CONTINUES TO BE EFFECTIVE TO CREATE IN FAVOR OF THE COLLATERAL AGENTS FOR THE
BENEFIT OF THE SECURED PARTIES, A LEGAL, VALID AND ENFORCEABLE SECURITY INTEREST
IN AND LIEN ON THE SECURITY