OBLIGATION FOR EITHER THE BORROWER OR THE LENDER UNDER COMMON LAW
OF ANY JURISDICTION OR UNDER ANY ENVIRONMENTAL LAW, AND NO HAZARDOUS SUBSTANCES
HAVE EVER BEEN STORED, BURIED, SPILLED, LEAKED, DISCHARGED, EMITTED OR RELEASED
IN, ON OR UNDER THE PREMISES IN SUCH A WAY AS TO CREATE ANY SUCH MATERIAL
LIABILITY.
(B)
TO THE BORROWER'S BEST KNOWLEDGE, THE
BORROWER HAS NOT DISPOSED OF HAZARDOUS SUBSTANCES IN SUCH A MANNER AS TO CREATE
ANY MATERIAL LIABILITY UNDER ANY ENVIRONMENTAL LAW.
(C)
THERE ARE NOT AND THERE NEVER HAVE BEEN ANY
REQUESTS, CLAIMS, NOTICES, INVESTIGATIONS, DEMANDS, ADMINISTRATIVE PROCEEDINGS,
HEARINGS OR LITIGATION, RELATING IN ANY WAY TO THE PREMISES OR THE BORROWER,
ALLEGING MATERIAL LIABILITY UNDER, VIOLATION OF, OR NONCOMPLIANCE WITH ANY
ENVIRONMENTAL LAW OR ANY LICENSE, PERMIT OR OTHER AUTHORIZATION ISSUED PURSUANT
THERETO. TO THE BORROWER'S BEST KNOWLEDGE, NO SUCH MATTER IS THREATENED OR
IMPENDING.
(D)
TO THE BORROWER'S BEST KNOWLEDGE, THE
BORROWER'S BUSINESSES ARE AND HAVE IN THE PAST ALWAYS BEEN CONDUCTED IN
ACCORDANCE WITH ALL ENVIRONMENTAL LAWS AND ALL LICENSES, PERMITS AND OTHER
AUTHORIZATIONS REQUIRED PURSUANT TO ANY ENVIRONMENTAL LAW AND NECESSARY FOR THE
LAWFUL AND EFFICIENT OPERATION OF SUCH BUSINESSES ARE IN THE BORROWER'S
POSSESSION AND ARE IN FULL FORCE AND EFFECT. NO PERMIT REQUIRED UNDER ANY
ENVIRONMENTAL LAW IS SCHEDULED TO EXPIRE WITHIN 12 MONTHS AND THERE IS NO THREAT
THAT ANY SUCH PERMIT WILL BE WITHDRAWN, TERMINATED, LIMITED OR MATERIALLY
CHANGED.
(E)
TO THE BORROWER'S BEST KNOWLEDGE, THE
PREMISES ARE NOT AND NEVER HAVE BEEN LISTED ON THE NATIONAL PRIORITIES LIST, THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY INFORMATION
SYSTEM OR ANY SIMILAR FEDERAL, STATE OR LOCAL LIST, SCHEDULE, LOG, INVENTORY OR
DATABASE.
(F)
THE BORROWER HAS DELIVERED TO LENDER ALL
ENVIRONMENTAL ASSESSMENTS, AUDITS, REPORTS, PERMITS, LICENSES AND OTHER
DOCUMENTS DESCRIBING OR RELATING IN ANY WAY TO THE PREMISES OR BORROWER'S
BUSINESSES.
Section 5.15
Submissions to Lender. All financial and
other information provided to the Lender by or on behalf of the Borrower in
connection with the Borrower's request for the credit facilities contemplated
hereby is (i) true and correct in all material respects, (ii) does not omit any
material fact necessary to make such information not misleading and, (iii) as to
projections, valuations or proforma financial statements, present a good faith
opinion as to such projections, valuations and proforma condition and results.
Section 5.16
Financing Statements. The Borrower has
provided to the Lender signed financing statements and has authorized the filing
of financing statements sufficient when filed to perfect the Security Interest
and the other security interests created by the Security Documents. When such
financing statements are filed in the offices noted therein, the Lender will
have a valid and perfected security interest in all Collateral which is capable
of being perfected by filing
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financing statements. None of the Collateral is or will become a fixture on real
estate, unless a sufficient fixture filing is in effect with respect thereto.
Section 5.17
Rights to Payment. Each right to payment
and each instrument, document, chattel