(C) IT IS ABLE TO REALIZE UPON ITS ASSETS AND PAY ITS DEBTS AND OTHER
LIABILITIES (INCLUDING DISPUTED, CONTINGENT AND UNLIQUIDATED LIABILITIES) AS
THEY MATURE IN THE NORMAL COURSE OF BUSINESS, (D) IT DOES NOT INTEND TO, AND
DOES NOT BELIEVE THAT IT WILL, INCUR DEBTS OR LIABILITIES BEYOND ITS ABILITY TO
PAY AS SUCH DEBTS AND LIABILITIES MATURE AND (E) IT IS NOT ENGAGED IN BUSINESS
OR A TRANSACTION, AND IS NOT ABOUT TO ENGAGE IN BUSINESS OR A TRANSACTION, FOR
WHICH ITS PROPERTY WOULD CONSTITUTE UNREASONABLY SMALL CAPITAL.
9.15
ENVIRONMENTAL MATTERS.
THE ON-GOING OPERATIONS OF EACH LOAN PARTY
COMPLY IN ALL RESPECTS WITH ALL ENVIRONMENTAL LAWS, EXCEPT SUCH NON-COMPLIANCE
WHICH COULD NOT (IF ENFORCED IN ACCORDANCE WITH APPLICABLE LAW) REASONABLY BE
EXPECTED TO RESULT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, IN A MATERIAL
ADVERSE EFFECT.
EACH LOAN PARTY HAS OBTAINED, AND MAINTAINED IN GOOD STANDING,
ALL LICENSES, PERMITS, AUTHORIZATIONS, REGISTRATIONS AND OTHER APPROVALS
REQUIRED UNDER ANY ENVIRONMENTAL LAW AND REQUIRED FOR THEIR RESPECTIVE ORDINARY
COURSE OPERATIONS, AND FOR THEIR REASONABLY ANTICIPATED FUTURE OPERATIONS, AND
EACH LOAN PARTY IS IN COMPLIANCE WITH ALL
36
terms and conditions thereof, except where the failure to do so could not
reasonably be expected to result in material liability to any Loan Party and
could not reasonably be expected to result, either individually or in the
aggregate, in a Material Adverse Effect.
No Loan Party or any of its properties
or operations is subject to, or reasonably anticipates the issuance of, any
written order from or agreement with any Federal, state or local governmental
authority, nor subject to any judicial or docketed administrative or other
proceeding, respecting any Environmental Law, Environmental Claim or Hazardous
Substance.
There are no Hazardous Substances or other conditions or
circumstances existing with respect to any property, arising from operations
prior to the Closing Date, or relating to any waste disposal, of any Loan Party
that would reasonably be expected to result, either individually or in the
aggregate, in a Material Adverse Effect.
No Loan Party has any underground
storage tanks that are not properly registered or permitted under applicable
Environmental Laws or that at any time have released, leaked, disposed of or
otherwise discharged Hazardous Substances.
9.16
INSURANCE.
EACH LOAN PARTY AND ITS PROPERTIES ARE INSURED WITH
FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES WHICH ARE NOT AFFILIATES OF
THE LOAN PARTIES, IN SUCH AMOUNTS, WITH SUCH DEDUCTIBLES AND COVERING SUCH RISKS
AS ARE CUSTOMARILY CARRIED BY COMPANIES ENGAGED IN SIMILAR BUSINESSES AND OWNING
SIMILAR PROPERTIES IN LOCALITIES WHERE SUCH LOAN PARTIES OPERATE.
9.17
REAL PROPERTY.
SET FORTH ON SCHEDULE 9.17 IS A COMPLETE AND
ACCURATE LIST, AS OF THE CLOSING DATE, OF THE ADDRESS OF ALL REAL PROPERTY OWNED
OR LEASED BY ANY LOAN PARTY, TOGETHER WITH, IN THE CASE OF LEASED PROPERTY, THE
NAME AND MAILING ADDRESS OF THE LESSOR OF SUCH PROPERTY.
9.18
INFORMATION.
ALL INFORMATION HERETOFORE OR CONTEMPORANEOUSLY
HEREWITH FURNISHED IN WRITING BY ANY LOAN PARTY TO AGENT OR ANY LENDER FOR
PURPOSES OF