APPLICABLE ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS, ALL PAST
NON-COMPLIANCE WITH SUCH ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS HAS BEEN
RESOLVED IN A MANNER THAT COULD NOT BE REASONABLY LIKELY TO RESULT IN A
LIABILITY, AND, TO THE KNOWLEDGE OF THE LOAN PARTIES AFTER REASONABLE INQUIRY,
NO CIRCUMSTANCES EXIST THAT COULD BE REASONABLY LIKELY TO (I) FORM THE BASIS OF
AN ENVIRONMENTAL ACTION AGAINST ANY LOAN PARTY OR ANY MATERIAL SUBSIDIARY OR ANY
OF THEIR PROPERTIES THAT COULD BE REASONABLY LIKELY TO IMPACT ANY LOAN PARTY OR
ANY OF THEIR PROPERTIES OR (II) CAUSE ANY SUCH PROPERTY TO BE SUBJECT TO ANY
RESTRICTIONS ON OWNERSHIP, OCCUPANCY, USE OR TRANSFERABILITY UNDER ANY
ENVIRONMENTAL LAW.
(O)
THE COLLATERAL DOCUMENTS ARE EFFECTIVE TO
CREATE A VALID AND ENFORCEABLE SECURITY INTEREST IN THE COLLATERAL SECURING THE
PAYMENT OF THE SECURED OBLIGATIONS AND WILL CREATE A
45
PERFECTED SECURITY INTEREST OR LIEN IN THE COLLATERAL HAVING THE PRIORITY SET
FORTH THEREIN UPON (I) THE FILING OR RECORDATION WITH THE APPROPRIATE
GOVERNMENTAL AUTHORITY OF UCC FINANCING STATEMENTS IN APPROPRIATE FORM
DESCRIBING THE COLLATERAL WITH RESPECT TO WHICH A SECURITY INTEREST MAY BE
PERFECTED ONLY BY FILING OR RECORDATION AND (II) UPON THE TAKING OF POSSESSION
OR CONTROL BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT OF THE COLLATERAL
WITH RESPECT TO WHICH A SECURITY INTEREST MAY BE PERFECTED ONLY BY POSSESSION OR
CONTROL, EXCEPT THAT THE EXECUTION AND DELIVERY OF LOCAL LAW GOVERNED PLEDGE OR
ANALOGOUS DOCUMENTATION WITH RESPECT TO EQUITY INTERESTS IN SUBSIDIARIES OF THE
BORROWER ORGANIZED IN JURISDICTIONS OUTSIDE THE UNITED STATES, AND THE FILING,
NOTARIZATION, REGISTRATION OR OTHER PUBLICATION THEREOF, AND THE TAKING OF OTHER
ACTIONS, IF ANY, REQUIRED UNDER LOCAL LAW OF THE RELEVANT JURISDICTIONS OF
ORGANIZATION FOR THE EFFECTIVE GRANT AND PERFECTION OF A LIEN ON SUCH EQUITY
INTERESTS UNDER LAWS OF SUCH JURISDICTIONS OF ORGANIZATION OUTSIDE THE UNITED
STATES, MAY BE REQUIRED IN ORDER TO FULLY GRANT, PERFECT AND PROTECT SUCH
SECURITY INTEREST UNDER SUCH LOCAL LAWS.
THE LOAN PARTIES ARE THE LEGAL AND
BENEFICIAL OWNERS OF THE COLLATERAL FREE AND CLEAR OF ANY LIEN, EXCEPT FOR THE
LIENS AND SECURITY INTERESTS CREATED OR PERMITTED UNDER THE LOAN DOCUMENTS.
(P)
NEITHER ANY LOAN PARTY NOR ANY OF ITS
SUBSIDIARIES IS AN "INVESTMENT COMPANY," OR AN "AFFILIATED PERSON" OF, OR
"PROMOTER" OR "PRINCIPAL UNDERWRITER" FOR, AN "INVESTMENT COMPANY," AS SUCH
TERMS ARE DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
NEITHER
THE MAKING OF ANY ADVANCES, NOR THE APPLICATION OF THE PROCEEDS OR REPAYMENT
THEREOF BY THE BORROWER, NOR THE CONSUMMATION OF THE OTHER TRANSACTIONS, WILL
VIOLATE ANY PROVISION OF SUCH ACT OR ANY RULE, REGULATION OR ORDER OF THE SEC
THEREUNDER.
(Q)
EACH LOAN PARTY AND EACH OF ITS SUBSIDIARIES
HAS FILED OR CAUSED TO BE FILED ALL RETURNS AND REPORTS (FEDERAL, STATE, LOCAL
AND FOREIGN) WHICH ARE REQUIRED TO HAVE BEEN FILED AND HAS PAID OR CAUSED TO BE
PAID ALL TAXES REQUIRED TO HAVE BEEN PAID BY IT, TOGETHER WITH APPLICABLE
INTEREST AND PENALTIES, EXCEPT (A) TAXES