OR OTHER ENTITY RESTRICTION WHICH COULD
REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE EFFECT.
(C)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN
THIS AGREEMENT, NO BORROWER HAS AGREED OR CONSENTED TO CAUSE OR PERMIT ANY OF
THE COLLATERAL WHETHER NOW OWNED OR HEREAFTER ACQUIRED TO BE SUBJECT IN THE
16
FUTURE (UPON THE HAPPENING OF A CONTINGENCY OR OTHERWISE) TO A LIEN OR
ENCUMBRANCE NOT PERMITTED BY THIS AGREEMENT.
5.12
COMPLIANCE WITH LAWS.
(A)
NO BORROWER IS IN VIOLATION OF, HAS RECEIVED
WRITTEN NOTICE THAT IT IS IN VIOLATION OF, OR HAS KNOWINGLY CAUSED ANY PERSON TO
VIOLATE, ANY APPLICABLE STATUTE, REGULATION OR ORDINANCE OF THE UNITED STATES OF
AMERICA, OR OF ANY STATE, CITY, TOWN, MUNICIPALITY, COUNTY OR OF ANY OTHER
JURISDICTION, OR OF ANY AGENCY, OR DEPARTMENT THEREOF, (INCLUDING, WITHOUT
LIMITATION, ENVIRONMENTAL LAWS AND REGULATIONS), WHICH COULD REASONABLY BE
EXPECTED TO CAUSE A MATERIAL ADVERSE EFFECT.
(B)
EACH BORROWER IS CURRENT WITH ALL REPORTS AND
DOCUMENTS REQUIRED TO BE FILED WITH ANY STATE OR FEDERAL SECURITIES COMMISSION
(IF ANY) OR SIMILAR AGENCY AND IS IN FULL COMPLIANCE WITH ALL APPLICABLE
RULES AND REGULATIONS OF SUCH COMMISSIONS, EXCEPT WHERE SUCH FAILURE TO FILE OR
TO SO COMPLY COULD NOT REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE
EFFECT.
5.13
OTHER ASSOCIATIONS.
NO BORROWER IS ENGAGED IN NOR
HAS AN INTEREST IN ANY JOINT VENTURE OR PARTNERSHIP WITH ANY OTHER PERSON OR HAS
ANY SUBSIDIARIES OR AFFILIATES, EXCEPT AS DESCRIBED ON SCHEDULE 2.10 HERETO.
5.14
ENVIRONMENTAL MATTERS.
EXCEPT AS DISCLOSED ON
SCHEDULE 2.11 HERETO, NO BORROWER HAS KNOWLEDGE:
(A)
OF VIOLATIONS OF ANY ENVIRONMENTAL LAWS ON
ANY OF THE REAL PROPERTY WHERE ANY BORROWER MAINTAINS OPERATIONS OR HAS ITS
PERSONAL PROPERTY, OR WHERE ANY COLLATERAL IS LOCATED, WHERE SUCH VIOLATION
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(B)
OF ANY CLAIMS OR ACTIONS PENDING OR
THREATENED, OR CLAIMS OR ACTIONS IN THE PAST DURING BORROWER'S PERIOD OF
OWNERSHIP, AGAINST BORROWER OR ANY OF SUCH REAL PROPERTY BY ANY GOVERNMENTAL
ENTITY OR AGENCY OR BY ANY OTHER PERSON OR ENTITY RELATING TO HAZARDOUS
SUBSTANCES OR PURSUANT TO ANY ENVIRONMENTAL LAWS;
(C)
OF THE PRESENCE OF ANY HAZARDOUS SUBSTANCES
ON ANY OF SUCH REAL PROPERTY IN VIOLATION OF ENVIRONMENTAL LAWS;
(D)
OF ANY SUCH REAL PROPERTY EVER HAVING BEEN
USED BY ANY OF THE BORROWERS OR, TO THE BEST OF BORROWERS' KNOWLEDGE ANY OTHER
PERSON, TO REFINE, PRODUCE, STORE, HANDLE, TRANSFER, PROCESS, TRANSPORT, OR
DISPOSE OF HAZARDOUS SUBSTANCES OTHER THAN IN FULL COMPLIANCE WITH ENVIRONMENTAL
LAWS;
(E)
OF STORAGE TANKS (INCLUDING, WITHOUT
LIMITATION, PETROLEUM OR HEATING OIL STORAGE TANKS), UNDERGROUND OR
ABOVE-GROUND, PRESENT ON OR UNDER ANY OF SUCH REAL PROPERTY, OR THAT HAVE BEEN
ON OR UNDER ANY SUCH REAL PROPERTY BUT REMOVED THEREFROM, IN EACH CASE IN
VIOLATION OF ENVIRONMENTAL LAWS;
(F)
OF ANY ON-SITE SPILLS, RELEASES,
DISCHARGES, DISPOSAL, OR STORAGE OF HAZARDOUS SUBSTANCES THAT HAVE OCCURRED OR
ARE PRESENTLY OCCURRING ON ANY OF SUCH REAL PROPERTY, IN EACH CASE IN VIOLATION
OF ENVIRONMENTAL LAWS; OR