INSURANCE POLICIES OR INSURANCE CERTIFICATES HAVE BEEN DELIVERED TO THE
MORTGAGEE IN FORM SATISFACTORY TO THE MORTGAGEE.
SECTION 3.6
Charges.
The Mortgagor represents and warrants that all Charges
imposed upon or assessed against the Mortgaged Property have been paid and
discharged except to the extent such Charges constitute a Lien not yet due and
payable or to the extent such Charges are being contested in accordance with
Section 9.1 hereof.
SECTION 3.7
Environmental.
The Mortgagor represents and warrants that:
(I)
IT HAS OBTAINED ALL MATERIAL PERMITS WHICH ARE NECESSARY WITH RESPECT
TO THE OWNERSHIP AND OPERATION OF ITS BUSINESS AND THE MORTGAGED PROPERTY UNDER
ANY AND ALL APPLICABLE ENVIRONMENTAL LAWS AND IS IN COMPLIANCE WITH ALL TERMS
AND CONDITIONS THEREOF;
(II)
IT IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ANY AND ALL
APPLICABLE ENVIRONMENTAL LAWS INCLUDING, WITHOUT LIMITATION, ALL OTHER
LIMITATIONS, RESTRICTIONS, CONDITIONS, STANDARDS, PROHIBITIONS, REQUIREMENTS,
OBLIGATIONS, SCHEDULES AND TIMETABLES CONTAINED IN THE ENVIRONMENTAL LAWS;
(III)
THERE IS NO CIVIL, CRIMINAL OR ADMINISTRATIVE ACTION, SUIT, DEMAND,
CLAIM, HEARING, NOTICE OF VIOLATION, INVESTIGATION, PROCEEDING, NOTICE OF DEMAND
LETTER PENDING OR THREATENED AGAINST IT OR ANY AFFILIATE UNDER THE ENVIRONMENTAL
LAWS WHICH COULD RESULT IN A FINE, PENALTY OR OTHER COST OR EXPENSE; AND
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(IV)
TO THE BEST OF ITS KNOWLEDGE, WITHOUT INDEPENDENT INVESTIGATION, THERE
ARE NO PAST OR PRESENT EVENTS, CONDITIONS, CIRCUMSTANCES, ACTIVITIES, PRACTICES,
INCIDENTS, ACTIONS OR PLANS WHICH MAY INTERFERE WITH OR PREVENT COMPLIANCE WITH
THE ENVIRONMENTAL LAWS, OR WHICH MAY GIVE RISE TO ANY COMMON LAW OR LEGAL
LIABILITY INCLUDING, WITHOUT LIMITATION, LIABILITY UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, OR
ANY OTHER ENVIRONMENTAL LAW OR RELATED COMMON LAW THEORY OR OTHERWISE FORM THE
BASIS OF ANY CLAIM, ACTION, DEMAND, SUIT, PROCEEDING, HEARING OR NOTICE OF
VIOLATION, STUDY OR INVESTIGATION, BASED ON OR RELATED TO THE MANUFACTURE,
PROCESSING, DISTRIBUTION, USE, GENERATION, TREATMENT, STORAGE, DISPOSAL,
TRANSPORT OR HANDLING, OR THE EMISSION, DISCHARGE, RELEASE OR THREATENED RELEASE
INTO THE ENVIRONMENT, OF ANY HAZARDOUS MATERIALS WHICH COULD RESULT IN A FINE,
PENALTY OR OTHER COST OR EXPENSE.
SECTION 3.8
NO CONFLICTS, CONSENTS, ETC.
NEITHER THE EXECUTION AND DELIVERY
HEREOF BY THE MORTGAGOR NOR THE CONSUMMATION OF THE TRANSACTIONS HEREIN
CONTEMPLATED NOR THE FULFILLMENT OF THE TERMS HEREOF (I) VIOLATES THE TERMS OF
ANY AGREEMENT, INDENTURE, MORTGAGE, DEED OF TRUST, EQUIPMENT LEASE, INSTRUMENT
OR OTHER DOCUMENT TO WHICH THE MORTGAGOR IS A PARTY, OR BY WHICH IT MAY BE BOUND
OR TO WHICH ANY OF ITS PROPERTIES OR ASSETS MAY BE SUBJECT, (II) CONFLICTS WITH
ANY REQUIREMENT OF LAW APPLICABLE TO THE MORTGAGOR OR ITS PROPERTY OR (III)
RESULTS IN OR REQUIRES THE CREATION OR IMPOSITION OF ANY LIEN (OTHER THAN THE
LIEN CONTEMPLATED HEREBY) UPON OR WITH RESPECT TO ANY OF THE MORTGAGED
PROPERTY.
NO CONSENT OF ANY PARTY (INCLUDING, WITHOUT LIMITATION, EQUITYHOLDERS
OR CREDITORS OF THE MORTGAGOR) AND NO CONSENT, AUTHORIZATION, APPROVAL, LICENSE
OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY
OR REGULATORY BODY OR OTHER