EXPECTED TO GIVE RISE TO LIABILITY UNDER, ANY
APPLICABLE ENVIRONMENTAL LAW, NOR HAVE ANY MATERIALS OF ENVIRONMENTAL CONCERN
BEEN GENERATED, TREATED, STORED OR DISPOSED OF AT, ON OR UNDER ANY OF THE
SUBJECT PROPERTIES IN VIOLATION OF, OR IN A MANNER THAT COULD REASONABLY BE
EXPECTED TO GIVE RISE TO LIABILITY UNDER, ANY APPLICABLE ENVIRONMENTAL LAW;
63
(D) NO JUDICIAL PROCEEDING OR GOVERNMENTAL OR ADMINISTRATIVE ACTION IS PENDING
OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED, UNDER ANY ENVIRONMENTAL LAW
NOR ARE THERE ANY CONSENT DECREES OR OTHER DECREES, CONSENT ORDERS,
ADMINISTRATIVE ORDERS OR OTHER ORDERS, OR OTHER ADMINISTRATIVE OR JUDICIAL
REQUIREMENTS OUTSTANDING UNDER ANY ENVIRONMENTAL LAW IN EITHER CASE, AS TO WHICH
ANY GROUP MEMBER IS OR, TO THE KNOWLEDGE OF THE BORROWER, WILL BE NAMED AS A
PARTY;
(E) THERE HAS BEEN NO RELEASE OR THREAT OF RELEASE OF MATERIALS OF ENVIRONMENTAL
CONCERN AT OR FROM THE SUBJECT PROPERTIES, OR ARISING FROM OR RELATED TO THE
OPERATIONS OF ANY GROUP MEMBER IN CONNECTION WITH THE SUBJECT PROPERTIES OR
OTHERWISE IN CONNECTION WITH THE BUSINESS, IN VIOLATION OF OR IN AMOUNTS OR IN A
MANNER THAT COULD REASONABLY BE EXPECTED TO GIVE RISE TO LIABILITY UNDER ANY
APPLICABLE ENVIRONMENTAL LAWS;
(F) THE SUBJECT PROPERTIES AND ALL OPERATIONS AT THE SUBJECT PROPERTIES ARE IN
COMPLIANCE, AND HAVE IN THE LAST FIVE YEARS BEEN IN COMPLIANCE, WITH ALL
APPLICABLE ENVIRONMENTAL LAWS, AND THERE IS NO VIOLATION OF ANY APPLICABLE
ENVIRONMENTAL LAW WITH RESPECT TO THE SUBJECT PROPERTIES OR THE BUSINESS; AND
(G) NO GROUP MEMBER HAS ASSUMED OR RETAINED ANY LIABILITY OF ANY OTHER PERSON
UNDER ENVIRONMENTAL LAWS.
5.18
ACCURACY OF INFORMATION, ETC.
NO STATEMENT OR INFORMATION CONTAINED IN
THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, THE CONFIDENTIAL INFORMATION MEMORANDUM
OR ANY OTHER DOCUMENT, CERTIFICATE OR STATEMENT FURNISHED BY OR ON BEHALF OF ANY
LOAN PARTY TO THE ADMINISTRATIVE AGENT OR THE LENDERS, OR ANY OF THEM, FOR USE
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS, CONTAINED AS OF THE DATE SUCH STATEMENT, INFORMATION, DOCUMENT
OR CERTIFICATE WAS SO FURNISHED (OR, IN THE CASE OF THE CONFIDENTIAL INFORMATION
MEMORANDUM, AS OF THE DATE OF THIS AGREEMENT), ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS CONTAINED HEREIN OR THEREIN NOT MISLEADING.
THE PROJECTIONS
CONTAINED IN THE MATERIALS REFERENCED ABOVE ARE BASED UPON GOOD FAITH ESTIMATES
AND ASSUMPTIONS BELIEVED BY MANAGEMENT OF THE BORROWER TO BE REASONABLE AT THE
TIME MADE, IT BEING RECOGNIZED BY THE LENDERS THAT SUCH FINANCIAL INFORMATION AS
IT RELATES TO FUTURE EVENTS IS NOT TO BE VIEWED AS FACT AND THAT ACTUAL RESULTS
DURING THE PERIOD OR PERIODS COVERED BY SUCH FINANCIAL INFORMATION MAY DIFFER
FROM THE PROJECTED RESULTS SET FORTH THEREIN BY A MATERIAL AMOUNT.
THERE IS NO
FACT KNOWN TO ANY LOAN PARTY THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT THAT HAS NOT BEEN EXPRESSLY DISCLOSED HEREIN, IN THE
OTHER LOAN DOCUMENTS, IN THE