VALUE THEREOF AND NOTING ANY CONTRACTUAL OBLIGATIONS, WHETHER CONTINGENT OR
OTHERWISE, TO SELL SUCH FEE PROPERTY.
EACH LOAN PARTY AND EACH OF ITS
SUBSIDIARIES HAS GOOD, MARKETABLE AND INSURABLE FEE SIMPLE TITLE TO EACH FEE
PROPERTY OWNED BY SUCH LOAN PARTY OR SUCH SUBSIDIARY, FREE AND CLEAR OF ALL
ENCUMBRANCES, OTHER THAN ENCUMBRANCES CREATED OR PERMITTED BY THE LOAN DOCUMENTS
OR SET FORTH ON SUCH SCHEDULE.
(D)
(I) SCHEDULE 5.8(D)(I) SETS FORTH A COMPLETE AND ACCURATE LIST OF
ALL LEASES OF REAL PROPERTY UNDER WHICH ANY LOAN PARTY OR ANY SUBSIDIARY OF A
LOAN PARTY IS THE LESSEE, SHOWING AS OF THE DATE HEREOF THE STREET ADDRESS,
COUNTY OR OTHER RELEVANT JURISDICTION, STATE, LESSOR, LESSEE AND EXPIRATION DATE
THEREOF.
EACH SUCH LEASE IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE
LESSOR THEREOF, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, AND EXCEPT AS THE REMEDY OF SPECIFIC
PERFORMANCE OR OF INJUNCTIVE
53
RELIEF IS SUBJECT TO THE DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING
THEREFOR MAY BE BROUGHT.
(ii)
Schedule 5.8(d)(ii) sets forth a complete and accurate list of all leases
of real property under which any Loan Party or any Subsidiary of a Loan Party is
the lessor, showing as of the date hereof the street address, county or other
relevant jurisdiction, state, lessor, lessee and expiration date thereof.
Each
such lease is the legal, valid and binding obligation of the lessee thereof,
enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights generally, and except as the remedy of specific performance
of injunctive relief is subject to the discretion of the court before which any
proceeding therefore may be brought.
(E)
SCHEDULE 5.8(E) SETS FORTH A COMPLETE AND ACCURATE LIST OF ALL
INVESTMENTS HELD BY ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY ON THE DATE
HEREOF, SHOWING AS OF THE DATE HEREOF THE AMOUNT, OBLIGOR OR ISSUER AND
MATURITY, IF ANY, THEREOF.
5.9
ENVIRONMENTAL COMPLIANCE.
THE BORROWERS AND ITS SUBSIDIARIES HAVE
OBTAINED ALL PERMITS, LICENSES AND OTHER AUTHORIZATIONS AND HAVE MADE ALL
FILINGS, REGISTRATIONS AND OTHER SUBMITTALS WHICH ARE REQUIRED UNDER ALL
ENVIRONMENTAL LAWS, EXCEPT TO THE EXTENT FAILURE TO HAVE ANY SUCH PERMIT,
LICENSE OR AUTHORIZATION WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
THE
BORROWERS AND ITS SUBSIDIARIES ARE IN COMPLIANCE WITH THE TERMS AND CONDITIONS
OF ALL SUCH PERMITS, LICENSES AND AUTHORIZATIONS, AND ARE ALSO IN COMPLIANCE
WITH ALL APPLICABLE ORDERS, DECREES, JUDGMENTS AND INJUNCTIONS ISSUED, ENTERED,
PROMULGATED OR APPROVED UNDER ANY ENVIRONMENTAL LAW, EXCEPT TO THE EXTENT
FAILURE TO COMPLY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
THE LOAN PARTIES
AND THEIR RESPECTIVE SUBSIDIARIES CONDUCT IN THE ORDINARY COURSE OF BUSINESS A
REVIEW OF CLAIMS THEY RECEIVE ALLEGING POTENTIAL LIABILITY OR RESPONSIBILITY FOR
VIOLATION OF ANY ENVIRONMENTAL LAW ON THEIR RESPECTIVE BUSINESSES, OPERATIONS
AND PROPERTIES, AND AS A RESULT THEREOF