ANY OF ITS
SUBSIDIARIES HAS RECEIVED ANY LETTER OR REQUEST FOR INFORMATION UNDER SECTION
104 OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT
(42 U.S.C. § 9604) OR ANY COMPARABLE STATE LAW, EXCEPT TO THE EXTENT THAT SUCH
LETTER OR REQUEST COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
C.
THERE ARE AND, TO THE BORROWER'S AND EACH
OF ITS SUBSIDIARIES' KNOWLEDGE, HAVE BEEN NO CONDITIONS, OCCURRENCES, OR
HAZARDOUS MATERIALS ACTIVITIES WHICH COULD REASONABLY BE EXPECTED TO FORM THE
BASIS OF AN ENVIRONMENTAL CLAIM AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES
THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
57
D.
COMPLIANCE WITH ALL CURRENT OR REASONABLY
FORESEEABLE FUTURE REQUIREMENTS PURSUANT TO OR UNDER ENVIRONMENTAL LAWS COULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO GIVE RISE TO A
MATERIAL ADVERSE EFFECT.
E.
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES NOR, TO THE KNOWLEDGE OF THE BORROWER, ANY PREDECESSOR OF THE
BORROWER OR ANY SUBSIDIARY OF SUCH PREDECESSOR, HAS FILED ANY NOTICE UNDER ANY
ENVIRONMENTAL LAW INDICATING PAST OR PRESENT TREATMENT OF HAZARDOUS MATERIALS AT
ANY FACILITY, AND NONE OF THE BORROWER'S NOR ANY OF ITS SUBSIDIARIES' OPERATIONS
INVOLVES THE GENERATION, TRANSPORTATION, TREATMENT, STORAGE OR DISPOSAL OF
HAZARDOUS WASTE, AS DEFINED UNDER 40 C.F.R.
PARTS 260 270 OR ANY STATE
EQUIVALENT, EXCEPT TO THE EXTENT THAT ANY OF THE FOREGOING COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
F.
NO EVENT OR CONDITION HAS OCCURRED OR IS
OCCURRING WITH RESPECT TO THE BORROWER OR ANY OF ITS SUBSIDIARIES RELATING TO
ANY ENVIRONMENTAL LAW, ANY RELEASE OF HAZARDOUS MATERIALS, OR ANY HAZARDOUS
MATERIALS ACTIVITY WHICH INDIVIDUALLY OR IN THE AGGREGATE HAS HAD, OR COULD
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT.
4.13
Pari Passu.
The Obligations and any other claims of the Lead Arrangers, the Agents and the
Lenders arising hereunder or under any of the Loan Documents rank at least pari
passu with the claims of all of such Credit Party's other senior unsecured
creditors, except those creditors whose claims are preferred by any bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally.
4.14
Restrictions.
There are no contractual restrictions on any Credit Party or any of their
Subsidiaries which prohibit or otherwise restrict the transfer of cash or other
assets from any such Subsidiary to such Credit Party, other than prohibitions or
restrictions permitted under Section 6.4.
SECTION 5.
AFFIRMATIVE COVENANTS
The Borrower covenants and agrees that, so long as the Commitments shall remain
in effect and until payment in full of all Obligations (other than Surviving
Obligations) and cancellation or expiration of all Letters of Credit, unless the
provisions of this Section 5 are waived or amended in accordance with Section
9.5, the Borrower shall perform, and shall cause each of its Subsidiaries to
perform, all covenants in this Section 5.
5.1
Financial Statements and Other Reports.
The Borrower will deliver