FINANCIAL OFFICER OF THE BORROWER DESCRIBING SUCH ERISA
EVENT AND THE ACTION, IF ANY, WHICH THE BORROWER OR SUCH MEMBER OF ITS
CONTROLLED GROUP PROPOSES TO TAKE WITH RESPECT THERETO.
SECTION 6.12.
ENVIRONMENTAL
COMPLIANCE; NOTICE.
THE BORROWER SHALL, AND CAUSE EACH OF ITS SUBSIDIARIES TO:
(A)
USE AND OPERATE ALL OF
ITS FACILITIES AND PROPERTIES IN SUBSTANTIAL COMPLIANCE WITH ALL ENVIRONMENTAL
LAWS, KEEP ALL NECESSARY PERMITS, APPROVALS, CERTIFICATES, LICENSE AND OTHER
AUTHORIZATIONS RELATING TO ENVIRONMENTAL MATTERS IN EFFECT AND REMAIN IN
SUBSTANTIAL COMPLIANCE THEREWITH, AND HANDLE ALL HAZARDOUS MATERIALS IN
SUBSTANTIAL COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS;
(B)
PROMPTLY UPON RECEIPT
OF ALL WRITTEN CLAIMS, COMPLAINTS, NOTICES OR INQUIRIES RELATING TO THE
CONDITION OF ITS FACILITIES AND PROPERTIES OR COMPLIANCE WITH ENVIRONMENTAL
LAWS, EVALUATE SUCH CLAIMS, COMPLAINTS, NOTICES AND INQUIRIES AND FORWARD COPIES
OF (I) ALL SUCH CLAIMS, COMPLAINTS, NOTICES AND INQUIRIES WHICH INDIVIDUALLY
HAVE ANY REASONABLE LIKELIHOOD OF HAVING A MATERIAL ADVERSE EFFECT AND (II) ALL
SUCH CLAIMS, COMPLAINTS, NOTICES AND INQUIRIES, ARISING FROM A SINGLE OCCURRENCE
WHICH TOGETHER HAVE ANY REASONABLE LIKELIHOOD OF HAVING A MATERIAL ADVERSE
EFFECT, AND ENDEAVOR TO PROMPTLY RESOLVE ALL SUCH ACTIONS AND PROCEEDINGS
RELATING TO COMPLIANCE WITH ENVIRONMENTAL LAWS; AND
(C)
PROVIDE SUCH
INFORMATION AND CERTIFICATIONS WHICH THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST FROM TIME TO TIME TO EVIDENCE COMPLIANCE WITH THIS SECTION 6.13.
ARTICLE VII
NEGATIVE COVENANTS
The Borrower covenants and agrees that as long as any Lender shall have any
Commitment hereunder or any Loan or other Obligation shall remain unpaid or
unsatisfied and until all Letters of Credit have been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full, unless the
Majority Lenders waive compliance in writing:
102
SECTION 7.01.
LIMITATIONS ON
LIENS.
THE BORROWER SHALL NOT CREATE, INCUR, ASSUME OR SUFFER TO EXIST, OR
PERMIT ANY OF ITS SUBSIDIARIES TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST, ANY
LIEN UPON OR WITH RESPECT TO ANY OF ITS PROPERTIES, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OTHER THAN (SUBJECT TO THE FINAL SENTENCE OF THIS
SECTION 7.01) THE FOLLOWING ("PERMITTED LIENS"):
(A)
ANY LIEN EXISTING ON
THE PROPERTY OF THE BORROWER OR ANY OF ITS SUBSIDIARIES ON THE EFFECTIVE DATE
AND SET FORTH IN SCHEDULE 7.01 AND ANY EXTENSION, RENEWAL AND REPLACEMENT OF ANY
SUCH LIEN; PROVIDED ANY SUCH EXTENSION, RENEWAL OR REPLACEMENT LIEN IS LIMITED
TO THE PROPERTY OR ASSETS COVERED BY THE LIEN EXTENDED, RENEWED OR REPLACED AND
DOES NOT SECURE ANY INDEBTEDNESS IN ADDITION TO THAT SECURED IMMEDIATELY PRIOR
TO SUCH EXTENSION, RENEWAL AND REPLACEMENT;
(B)
ANY LIEN CREATED
PURSUANT TO ANY LOAN DOCUMENT;
(C)
LIENS IMPOSED BY LAW,
SUCH AS MATERIALMEN'S, MECHANICS', WAREHOUSEMEN'S, CARRIERS', LESSORS' OR
VENDORS' LIENS INCURRED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN THE
ORDINARY COURSE OF BUSINESS WHICH SECURE ITS PAYMENT OBLIGATIONS TO ANY PERSON,
PROVIDED (I) NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES IS IN DEFAULT WITH
RESPECT TO ANY PAYMENT OBLIGATION TO SUCH PERSON OR THE BORROWER OR THE
APPLICABLE SUBSIDIARY IS