OR POTENTIAL
ENVIRONMENTAL LIABILITIES, IN EACH CASE RELATING TO ANY OF THE LOAN PARTIES.
(B)
EACH OBLIGOR HEREBY ACKNOWLEDGES AND AGREES
THAT (I) TO ITS KNOWLEDGE, AGENT IS NOT NOW, AND HAS NOT EVER BEEN, IN CONTROL
OF ANY OF THE REAL ESTATE OR AFFAIRS OF SUCH LOAN PARTY, AND (II) AGENT DOES NOT
HAVE THE CAPACITY THROUGH THE PROVISIONS OF THE LOAN DOCUMENTS OR OTHERWISE TO
INFLUENCE ANY LOAN PARTY'S CONDUCT WITH RESPECT TO THE OWNERSHIP, OPERATION OR
MANAGEMENT OF ANY OF THEIR REAL ESTATE OR COMPLIANCE WITH ENVIRONMENTAL LAWS OR
ENVIRONMENTAL PERMITS.
4.15
SOLVENCY. FROM AND AFTER THE DATE OF THIS
AGREEMENT, EACH LOAN PARTY:
(A) OWNS ASSETS THE FAIR SALABLE VALUE OF WHICH ON
A GOING CONCERN BASIS ARE GREATER THAN THE TOTAL AMOUNT OF ITS LIABILITIES
(INCLUDING CONTINGENT LIABILITIES); (B) HAS CAPITAL THAT IS NOT UNREASONABLY
SMALL IN RELATION TO ITS BUSINESS AS PRESENTLY CONDUCTED OR ANY CONTEMPLATED OR
UNDERTAKEN TRANSACTION; AND (C) DOES NOT INTEND TO INCUR AND DOES NOT BELIEVE
THAT IT WILL INCUR DEBTS BEYOND ITS ABILITY TO PAY SUCH DEBTS AS THEY BECOME
DUE.
4.16
DISCLOSURE.
NO REPRESENTATION OR WARRANTY OF ANY
OBLIGOR OR ANY OTHER LOAN PARTY CONTAINED IN THIS AGREEMENT, THE FINANCIAL
STATEMENTS, THE OTHER LOAN DOCUMENTS, OR ANY OTHER DOCUMENT, CERTIFICATE OR
WRITTEN STATEMENT FURNISHED TO AGENT OR ANY LENDER BY OR ON BEHALF OF ANY SUCH
PERSON FOR USE IN CONNECTION WITH THE LOAN DOCUMENTS CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITTED, OMITS OR WILL OMIT TO STATE A MATERIAL
FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT
MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH THE SAME WERE MADE.
THERE IS
NO MATERIAL FACT KNOWN TO ANY OBLIGOR THAT HAS HAD OR COULD HAVE A MATERIAL
ADVERSE EFFECT AND THAT HAS NOT BEEN DISCLOSED HEREIN OR IN SUCH OTHER
DOCUMENTS, CERTIFICATES AND STATEMENTS FURNISHED TO AGENT OR ANY LENDER FOR USE
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
4.17
INSURANCE.
BORROWER AND EACH OF ITS SUBSIDIARIES
MAINTAINS ADEQUATE INSURANCE POLICIES FOR PUBLIC LIABILITY, PROPERTY DAMAGE,
PRODUCT LIABILITY, AND BUSINESS INTERRUPTION WITH RESPECT TO ITS BUSINESS AND
PROPERTIES AND THE BUSINESS AND PROPERTIES OF ITS SUBSIDIARIES AGAINST LOSS OR
DAMAGE OF THE KINDS CUSTOMARILY CARRIED OR MAINTAINED BY CORPORATIONS OF
ESTABLISHED REPUTATION ENGAGED IN SIMILAR BUSINESSES AND IN AMOUNTS ACCEPTABLE
TO AGENT. BORROWER SHALL CAUSE AGENT TO BE NAMED AS LOSS PAYEE ON ALL INSURANCE
POLICIES RELATING TO ANY COLLATERAL AND SHALL CAUSE AGENT TO BE NAMED AS
ADDITIONAL INSURED UNDER ALL LIABILITY POLICIES, IN EACH CASE
31
PURSUANT TO APPROPRIATE ENDORSEMENTS IN FORM AND SUBSTANCE SATISFACTORY TO AGENT
AND SHALL COLLATERALLY ASSIGN TO AGENT, FOR ITSELF AND ON BEHALF OF LENDERS, AS
SECURITY FOR THE PAYMENT OF THE OBLIGATIONS ALL BUSINESS INTERRUPTION INSURANCE
OF BORROWERS AND ITS SUBSIDIARIES.
NO NOTICE OF CANCELLATION HAS BEEN RECEIVED
WITH RESPECT TO SUCH POLICIES AND BORROWER AND EACH OF ITS SUBSIDIARIES IS IN
COMPLIANCE WITH ALL CONDITIONS CONTAINED IN SUCH POLICIES.
BORROWER