BORROWER OR THE
LENDER UNDER THE COMMON LAW OF ANY JURISDICTION OR UNDER ANY ENVIRONMENTAL LAW,
AND NO HAZARDOUS SUBSTANCES HAVE EVER BEEN
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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)
EXCEPT AS DISCLOSED ON SCHEDULE 5.14, THE BORROWER HAS NOT
DISPOSED OF HAZARDOUS SUBSTANCES IN SUCH A MANNER AS TO CREATE ANY MATERIAL
LIABILITY UNDER ANY ENVIRONMENTAL LAW.
(C)
EXCEPT AS DISCLOSED ON SCHEDULE 5.14, THERE HAVE NOT EXISTED IN
THE PAST, NOR ARE THERE ANY THREATENED OR IMPENDING 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.
(D)
EXCEPT AS DISCLOSED ON SCHEDULE 5.14, 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, NOR HAS THE BORROWER BEEN DENIED INSURANCE ON GROUNDS RELATED
TO POTENTIAL ENVIRONMENTAL LIABILITY.
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THAT ANY SUCH PERMIT WILL BE WITHDRAWN, TERMINATED, LIMITED OR MATERIALLY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)
EXCEPT AS DISCLOSED ON SCHEDULE 5.14, 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 THE LENDER ALL ENVIRONMENTAL
ASSESSMENTS, AUDITS, REPORTS, PERMITS, LICENSES AND OTHER DOCUMENTS DESCRIBING
OR RELATING IN ANY WAY TO THE PREMISES OR THE 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
(including, without limitation, the cash budget that was approved by the Lender
prior to the Lender setting the financial covenants contained herein) (i) is
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 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 financing statements.
None of the
Collateral is or
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will become