DISCLOSURE REQUIREMENTS OR ANY OTHER ENVIRONMENTAL LAW EXCEPT WHERE THE FAILURE
TO PROVIDE OR PERFORM ANY OF THE
50
FOREGOING COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT; AND
(5)
THE COMPANIES HAVE MADE AVAILABLE TO
LENDERS ALL MATERIAL REPORTS AND ASSESSMENTS 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 EXCEPT AS, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY
BE EXPECTED TO REVEAL OR RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.18
INSURANCE.
SCHEDULE 3.18 SETS FORTH A TRUE, COMPLETE AND CORRECT
DESCRIPTION OF ALL INSURANCE MAINTAINED BY EACH COMPANY AS OF THE CLOSING DATE.
AS OF EACH SUCH DATE, SUCH INSURANCE IS IN FULL FORCE AND EFFECT AND ALL
PREMIUMS HAVE BEEN DULY PAID.
EACH COMPANY HAS INSURANCE IN SUCH AMOUNTS AND
COVERING SUCH RISKS AND LIABILITIES AS ARE IN ACCORDANCE WITH NORMAL INDUSTRY
PRACTICE.
SECTION 3.19
SECURITY DOCUMENTS.
(A)
THE SECURITY AGREEMENT IS EFFECTIVE TO
CREATE IN FAVOR OF THE ADMINISTRATIVE 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 6 TO
THE PERFECTION CERTIFICATE AND (II) UPON THE TAKING OF POSSESSION OR CONTROL BY
THE ADMINISTRATIVE AGENT (OR, PRIOR TO THE PAYMENT IN FULL OF THE REVOLVING
CREDIT INDEBTEDNESS AND THE TERMINATION OF THE REVOLVING CREDIT DOCUMENTS,
POSSESSION OR CONTROL BY THE REVOLVING CREDIT AGENT TO THE EXTENT THAT THE
REVOLVING CREDIT AGENT IS ACTING AS AGENT FOR THE COLLATERAL AGENT FOR PURPOSES
OF POSSESSION OR CONTROL OF COLLATERAL PURSUANT TO THE INTERCREDITOR AGREEMENT)
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 EXTENT POSSESSION OR CONTROL BY THE ADMINISTRATIVE AGENT
IS REQUIRED BY THE SECURITY AGREEMENT), THE LIEN CREATED BY THE SECURITY
AGREEMENT SHALL CONSTITUTE A FULLY PERFECTED LIEN ON, AND SECURITY INTEREST IN,
ALL RIGHT, TITLE AND INTEREST OF THE GRANTORS THEREUNDER IN THE SECURITY
AGREEMENT COLLATERAL (OTHER THAN SUCH SECURITY AGREEMENT COLLATERAL IN WHICH A
SECURITY INTEREST CANNOT BE PERFECTED UNDER THE UCC AS IN EFFECT AT THE RELEVANT
TIME IN THE RELEVANT JURISDICTION), IN EACH CASE SUBJECT TO NO LIENS OTHER THAN
PERMITTED LIENS.
(B)
TO THE EXTENT THAT THE FEDERAL TRADEMARK
LAWS OF THE UNITED STATES ARE APPLICABLE TO SECURITY INTERESTS IN TRADEMARKS,
THE PROPER FILING AND RECORDATION OF THE SECURITY AGREEMENT OR A SHORT FORM
THEREOF IN THE UNITED STATES PATENT AND TRADEMARK OFFICE AGAINST ALL U.S.
REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS (OTHER THAN INTENT-TO-USE
TRADEMARK APPLICATIONS) SET FORTH ON SCHEDULE 3.19(B) ("TRADEMARKS") WITHIN
THREE (3) MONTHS