MATTER
THAT WOULD NOT REASONABLY BE EXPECTED TO RESULT IN ANY BORROWER INCURRING
ENVIRONMENTAL LIABILITIES IN EXCESS OF $250,000 INDIVIDUALLY OR $1,000,000 IN
THE AGGREGATE PRIOR TO THE MATURITY DATE: (I) NO BORROWER HAS CAUSED OR SUFFERED
TO OCCUR ANY MATERIAL RELEASE OF HAZARDOUS MATERIALS ON, AT, IN, UNDER, ABOVE,
TO, FROM OR ABOUT ANY OF ITS OWNED OR MATERIAL LEASED REAL ESTATE (THE "REAL
ESTATE"); (II) THE BORROWERS ARE AND HAVE BEEN IN MATERIAL COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS; (III) THE BORROWERS HAVE OBTAINED, AND ARE IN MATERIAL
COMPLIANCE WITH, ALL ENVIRONMENTAL PERMITS REQUIRED BY ENVIRONMENTAL LAWS FOR
THE OPERATIONS OF THEIR RESPECTIVE BUSINESSES AS PRESENTLY CONDUCTED OR AS
PROPOSED TO BE CONDUCTED, WHICH COMPLIANCE INCLUDES OBTAINING, MAINTAINING AND
COMPLYING WITH REQUIRED ENVIRONMENTAL PERMITS AND ALL SUCH ENVIRONMENTAL PERMITS
ARE VALID, UNCONTESTED AND IN GOOD STANDING; (IV) THERE ARE NO EXISTING
CIRCUMSTANCES OR CONDITIONS, INCLUDING ANY RELEASES OF HAZARDOUS MATERIALS,
WHICH IS REASONABLY LIKELY TO RESULT IN A MATERIAL ENVIRONMENTAL LIABILITY;
(V) THERE IS NO UNSTAYED LITIGATION ARISING UNDER OR RELATED TO ANY
ENVIRONMENTAL LAWS, ENVIRONMENTAL PERMITS OR HAZARDOUS MATERIAL THAT SEEKS
DAMAGES, PENALTIES, FINES, COSTS OR EXPENSES OR INJUNCTIVE RELIEF AGAINST, OR
THAT ALLEGES CRIMINAL MISCONDUCT BY, ANY BORROWER; (VI) NO NOTICE HAS BEEN
RECEIVED BY ANY BORROWER ALLEGING THAT ANY BORROWER HAS ANY MATERIAL
ENVIRONMENTAL LIABILITY; AND (VII) THE BORROWERS HAVE PROVIDED TO THE
ADMINISTRATIVE AGENT MATERIAL WRITTEN INFORMATION PERTAINING TO ANY
ENVIRONMENTAL LIABILITIES OF ANY BORROWER.
(B)
EACH BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT THE
ADMINISTRATIVE AGENT (I) IS NOT NOW, AND HAS NOT EVER BEEN, IN CONTROL OF ANY OF
THE REAL ESTATE OR ANY BORROWER'S AFFAIRS SO AS TO SUBJECT THE ADMINISTRATIVE
AGENT TO ANY LIABILITY UNDER ENVIRONMENTAL LAWS, INCLUDING CERCLA, AND (II) DOES
NOT HAVE THE CAPACITY THROUGH THE PROVISIONS OF THE LOAN DOCUMENTS TO INFLUENCE
ANY BORROWER'S CONDUCT WITH RESPECT TO THE OWNERSHIP, OPERATION OR MANAGEMENT OF
ANY OF ITS REAL ESTATE OR COMPLIANCE WITH ENVIRONMENTAL LAWS OR ENVIRONMENTAL
PERMITS.
(C)
NONE OF THE ITEMS SET FORTH ON DISCLOSURE SCHEDULE 3.16 EITHER
INDIVIDUALLY OR IN THE AGGREGATE WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT.
3.17
INSURANCE.
Disclosure Schedule 3.17 sets forth a list that is correct and complete in all
material respects that lists the name of insurer, coverage, policy number and
term of each insurance policy (collectively, the "Policies") to which any of the
Borrowers is a party or by which any of their assets or any of their employees,
officers or directors (in such capacity) are covered by property, fire and
casualty, professional liability, public and product liability, workers'
compensation, extended coverage, business interruption, directors' and officers'
liability insurance and other forms of insurance provided to any of the
Borrowers in connection with their respective businesses.
All Postpetition
premiums required to be paid with respect to the Policies covering all periods
up to and including the Closing Date have been paid.
Except as set forth on
Disclosure Schedule 3.17 hereto, all such Policies are in full force