OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AS NOW AND FROM TIME TO TIME
HEREAFTER IN EFFECT, OR FOR ANY PURPOSE WHICH VIOLATES, OR WHICH WOULD BE
INCONSISTENT WITH, THE PROVISIONS OF THE REGULATIONS OF SUCH BOARD OF GOVERNORS.
SECTION 3.9 TITLE TO PROPERTY.
Each of the Borrower and its Subsidiaries has good and marketable title to, or
valid leasehold interests in, all of its real and personal property material to
its business, except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.
SECTION 3.10 TAXES.
ALL FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND FRANCHISE
AND OTHER MATERIAL TAX RETURNS, REPORTS AND STATEMENTS (COLLECTIVELY, THE "TAX
RETURNS") REQUIRED TO BE FILED BY THE BORROWER HAVE BEEN FILED WITH THE
APPROPRIATE GOVERNMENTAL AUTHORITIES, ALL SUCH TAX RETURNS ARE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS, AND ALL TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL
CHARGES AND IMPOSITIONS REFLECTED THEREIN OR OTHERWISE DUE AND PAYABLE HAVE BEEN
PAID PRIOR TO THE DATE ON WHICH ANY LIABILITY MAY BE ADDED THERETO FOR
NON‐PAYMENT THEREOF.
SECTION 3.11 NO MATERIAL ADVERSE EFFECT.
SINCE MARCH 31, 2017, THERE HAS BEEN
NO DEVELOPMENT OR EVENT WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 3.12 ENVIRONMENTAL MATTERS.
(A) THE BUSINESS AND OPERATIONS OF THE BORROWER ARE AND HAVE BEEN IN COMPLIANCE
WITH ALL APPLICABLE ENVIRONMENTAL LAWS, INCLUDING OBTAINING, MAINTAINING AND
COMPLYING WITH ALL PERMITS REQUIRED BY ANY APPLICABLE ENVIRONMENTAL LAW;
(B) THE BORROWER AND ITS SUBSIDIARIES HOLD AND HAVE HELD ALL PERMITS, LICENSES,
REGISTRATIONS AND AUTHORIZATIONS ("ENVIRONMENTAL PERMITS") REQUIRED FOR THEIR
OPERATIONS AND ARE AND HAVE BEEN IN COMPLIANCE WITH THE ENVIRONMENTAL PERMITS,
EXCEPT INSOFAR AS THE ABSENCE OF OR NONCOMPLIANCE WITH SUCH ENVIRONMENTAL
PERMITS WOULD NOT HAVE A MATERIAL IMPACT ON THE BORROWER AND ITS SUBSIDIARIES,
TAKEN AS A WHOLE;
(C) NO HAZARDOUS SUBSTANCES WHICH COULD MATERIALLY INTERFERE WITH THE CONTINUED
OPERATION OF THE PROPERTIES OF THE BORROWER OR ITS SUBSIDIARIES, OR MATERIALLY
IMPAIR THE FAIR SALEABLE VALUE THEREOF, HAVE BEEN DISPOSED OF ON OR RELEASED (AS
USED HEREIN, "RELEASE" SHALL HAVE THE MEANING PROVIDED
‐13‐
in 42 U.S.C. § 9601(22)) at, onto or under such Properties or, to the Borrower's
and its Subsidiaries' best knowledge, after due inquiry and investigation, by
any other Person; and there is no contamination at, in, on, or under or about
the Properties of the Borrower or its Subsidiaries or violation of any
Environmental Law with respect to such Properties or the business operated by
the Borrower or its Subsidiaries which could materially interfere with the
continued operation of such Properties, or materially impair the fair saleable
value thereof;
(D) NO HAZARDOUS SUBSTANCES ARE LOCATED IN, ON OR UNDER, OR HAVE BEEN HANDLED,
GENERATED, STORED, PROCESSED, RELEASED OR DISCHARGED FROM THE PROPERTIES OF THE
BORROWER OR ITS SUBSIDIARIES, BY THE BORROWER OR ITS SUBSIDIARIES OR, TO THE
BORROWER'S AND ITS SUBSIDIARIES' BEST KNOWLEDGE, AFTER DUE INQUIRY AND