pursuant to the terms of this Agreement, the
capital expenditures, Financing Leases and purchase money obligations permitted
under Section 9.2 of this Agreement and the Obligations to the Lenders arising
from time to time under this Agreement, no Loan Party has or shall have during
the term of this Agreement, any long term Indebtedness with a maturity of one
year or more.
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[RESERVED].
FIRST PRIORITY SECURITY INTEREST.
The UCC financing statements filed and upon the filing of any additional UCC
financing statements by the Administrative Agent, if any, as set forth in the
Security Agreement, the Administrative Agent, for the ratable benefit of the
Lenders (i) continues to have, in the case of filed UCC financing statements and
(ii) shall have, in the case of any UCC financing statements to be filed, a
perfected first priority security interest in all Collateral, subject only to
Permitted Encumbrances.
O.S.H.A. AND ENVIRONMENTAL COMPLIANCE.
EACH LOAN PARTY HAS DULY COMPLIED IN ALL MATERIAL RESPECTS WITH, AND ITS
FACILITIES, BUSINESS ASSETS, PROPERTY, LEASEHOLDS AND EQUIPMENT ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE PROVISIONS, OF THE FEDERAL
OCCUPATIONAL SAFETY AND HEALTH ACT, THE ENVIRONMENTAL PROTECTION ACT, RCRA AND
ALL OTHER ENVIRONMENTAL LAWS. THERE HAVE BEEN NO OUTSTANDING CITATIONS, NOTICES
OR ORDERS OF NON-COMPLIANCE ISSUED TO IT OR RELATING TO ITS BUSINESS, ASSETS,
PROPERTY, LEASEHOLDS OR EQUIPMENT UNDER ANY SUCH LAWS, RULES OR REGULATIONS.
EACH LOAN PARTY HAS BEEN ISSUED ALL REQUIRED FEDERAL, STATE AND LOCAL LICENSES,
CERTIFICATES OR PERMITS RELATING TO, AND IT AND ITS FACILITIES, BUSINESSES,
ASSETS, PROPERTY, LEASEHOLDS AND EQUIPMENT ARE IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH, ALL APPLICABLE ENVIRONMENTAL LAWS.
(I) EXCEPT AS SET FORTH ON SCHEDULE 6.20 HERETO, CONCERNING WHICH NO LITIGATION
IS OUTSTANDING AND NO LIENS AGAINST ANY LOAN PARTY OR ANY OF ITS ASSETS HAS BEEN
FILED, THERE ARE NO VISIBLE SIGNS OF RELEASES, SPILLS, DISCHARGES, LEAKS OR
DISPOSAL OF HAZARDOUS WASTE AT, UPON, UNDER OR WITHIN ANY REAL ESTATE; (II)
THERE ARE NO UNDERGROUND STORAGE TANKS OR POLYCHLORINATED BIPHENYLS ON THE REAL
ESTATE; (III) TO THEIR ACTUAL KNOWLEDGE, THE REAL ESTATE HAS NEVER BEEN USED AS
A TREATMENT, STORAGE OR DISPOSAL FACILITY OF HAZARDOUS WASTE; AND (IV) NO
HAZARDOUS SUBSTANCES ARE PRESENT ON THE REAL ESTATE, EXCEPTING SUCH QUANTITIES
AS ARE HANDLED IN ACCORDANCE WITH ALL APPLICABLE MANUFACTURER'S INSTRUCTIONS AND
GOVERNMENTAL REGULATIONS AND IN PROPER STORAGE CONTAINERS AND AS ARE NECESSARY
FOR THE OPERATION OF ITS COMMERCIAL BUSINESS.
EACH OF THE LOAN PARTIES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFIES AND HOLDS
THE ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM AND AGAINST ANY
LIABILITY, LOSS, DAMAGE, SUIT, ACTION OR PROCEEDING PERTAINING TO HAZARDOUS
WASTES, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF ANY FEDERAL, STATE OR MUNICIPAL
GOVERNMENT OR QUASI-GOVERNMENTAL AGENCY OR ANY THIRD PERSON, WHETHER ARISING
UNDER CERCLA, RCRA, OR ANY OTHER FEDERAL, SATE OR MUNICIPAL LAW OR REGULATION,
OR TORT, CONTRACT OR COMMON LAW, IN RESPECT OF ANY LOAN PARTY.
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ACCOUNTS.
All Accounts constitute a bona fide, enforceable and valid obligation
representing a