ACTIONS, ACTIVITIES, CIRCUMSTANCES, CONDITIONS, EVENTS OR INCIDENTS
THAT COULD FORM THE BASIS OF SUCH AN ENVIRONMENTAL CLAIM; AND
(V)
NO PERSON WITH AN INDEMNITY OR CONTRIBUTION OBLIGATION TO THE COMPANIES
RELATING TO COMPLIANCE WITH OR LIABILITY UNDER ENVIRONMENTAL LAW IS IN DEFAULT
WITH RESPECT TO SUCH OBLIGATION.
(B)
EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT:
(I)
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, AGREEMENT OR
OPERATION OF LAW, AND NO COMPANY IS CONDUCTING OR FINANCING ANY RESPONSE
PURSUANT TO ANY ENVIRONMENTAL LAW WITH RESPECT TO ANY REAL PROPERTY OR ANY OTHER
LOCATION;
(II)
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 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, 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 material default under any Insurance Requirement.
Each Company
has insurance in such amounts and covering such risks and
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liabilities as are customary for companies of a similar size engaged in
similarbusinesses in similar locations.
SECTION 3.20
Security Documents.
(A)
SECURITY AGREEMENT.
THE SECURITY AGREEMENT IS EFFECTIVE TO CREATE
IN FAVOR OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, LEGAL,
VALID AND ENFORCEABLE LIENS ON, AND