RESPECT TO SUCH OBLIGATION.
(B)
EXCEPT AS SET FORTH IN SCHEDULE 3.20:
(1)
NO COMPANY IS OBLIGATED TO PERFORM ANY ACTION OR OTHERWISE INCUR
ANY EXPENSE UNDER ENVIRONMENTAL LAW PURSUANT TO ANY ORDER, DECREE, JUDGMENT 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;
(2)
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 THE COMPANIES OR ANY OF THEIR PREDECESSORS
IN INTEREST IS (I) 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, WITHOUT LIMITATION, ANY SUCH LIST
RELATING TO PETROLEUM;
(3)
NO LIEN HAS BEEN RECORDED OR, TO THE KNOWLEDGE OF ANY COMPANY,
THREATENED UNDER ANY ENVIRONMENTAL LAW WITH RESPECT TO ANY REAL PROPERTY OR
ASSETS OF THE COMPANIES;
(4)
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 ENVIRONMENTAL LAW; AND
(5)
THE COMPANIES HAVE MADE AVAILABLE TO 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 UNDER
ENVIRONMENTAL LAW INCLUDING, WITHOUT LIMITATION, THOSE CONCERNING THE EXISTENCE
OF HAZARDOUS MATERIAL AT REAL PROPERTY OR FACILITIES CURRENTLY OR FORMERLY
OWNED, OPERATED, LEASED OR USED BY THE COMPANIES.
SECTION 3.21.
INSURANCE.
SCHEDULE 3.21 SETS FORTH A TRUE, COMPLETE AND
CORRECT DESCRIPTION OF ALL INSURANCE MAINTAINED BY EACH COMPANY AS OF THE THIRD
AMENDMENT AND RESTATEMENT EFFECTIVE DATE.
AS OF EACH SUCH DATE, SUCH INSURANCE
IS IN FULL FORCE AND EFFECT AND ALL PREMIUMS HAVE BEEN DULY
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PAID.
EACH COMPANY HAS INSURANCE IN SUCH AMOUNTS AND COVERING SUCH RISKS AND
LIABILITIES AS ARE IN ACCORDANCE WITH NORMAL INDUSTRY PRACTICE.
SECTION 3.22.
SECURITY DOCUMENTS.
(A)
THE SECURITY AGREEMENT IS EFFECTIVE TO CREATE IN FAVOR OF THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, A LEGAL, VALID AND
ENFORCEABLE SECURITY INTEREST IN AND LIEN ON THE SECURITY AGREEMENT COLLATERAL
AND, WHEN (I) FINANCING STATEMENTS AND OTHER FILINGS IN APPROPRIATE FORM ARE
FILED IN THE OFFICES SPECIFIED ON SCHEDULE 7 TO THE PERFECTION CERTIFICATE AND
(II) UPON THE TAKING OF POSSESSION OR CONTROL BY THE COLLATERAL AGENT OF THE
SECURITY AGREEMENT COLLATERAL WITH RESPECT TO WHICH A SECURITY INTEREST MAY BE
PERFECTED ONLY BY POSSESSION OR CONTROL (WHICH POSSESSION OR CONTROL SHALL BE
GIVEN TO THE COLLATERAL AGENT TO THE EXTENT POSSESSION OR CONTROL BY THE
COLLATERAL AGENT IS REQUIRED BY EACH SECURITY AGREEMENT), THE LIEN CREATED