COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS,
(VII) NO LIEN HAS BEEN IMPOSED ON THE PROPERTIES BY ANY GOVERNMENTAL ENTITY IN
CONNECTION WITH THE PRESENCE ON OR OFF SUCH PROPERTY OF ANY HAZARDOUS MATERIAL
OR WITH RESPECT TO AN ENVIRONMENTAL LAW, AND (VIII) NONE OF THE COMPANY, ANY OF
ITS SIGNIFICANT SUBSIDIARIES OR, TO THE BEST KNOWLEDGE OF THE COMPANY, ANY OTHER
PERSON OR ENTITY FOR WHOSE CONDUCT ANY OF THEM IS OR MAY BE HELD RESPONSIBLE,
HAS ENTERED INTO OR BEEN SUBJECT TO ANY CONSENT DECREE, COMPLIANCE ORDER, OR
ADMINISTRATIVE ORDER IN CONNECTION WITH AN ENVIRONMENTAL LAW WITH RESPECT TO THE
PROPERTIES OR ANY FACILITIES OR IMPROVEMENTS OR ANY OPERATIONS OR ACTIVITIES
THEREON.
(JJ)
AS USED HEREIN, "HAZARDOUS MATERIALS" SHALL INCLUDE, WITHOUT
LIMITATION, ANY FLAMMABLE MATERIALS, EXPLOSIVES, RADIOACTIVE MATERIALS,
HAZARDOUS MATERIALS, HAZARDOUS
16
SUBSTANCES, HAZARDOUS WASTES, TOXIC SUBSTANCES OR RELATED MATERIALS, ASBESTOS,
PETROLEUM, PETROLEUM PRODUCTS AND ANY HAZARDOUS MATERIAL AS DEFINED BY ANY
FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, STATUTE, ORDINANCE, RULE OR
REGULATION, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, AS AMENDED, 42 U.S.C.
§§ 9601-9675 ("CERCLA"), THE HAZARDOUS MATERIALS TRANSPORTATION ACT, AS AMENDED,
49 U.S.C. §§ 5101-5127, THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED,
42 U.S.C. §§ 6901-6992K, THE EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT
OF 1986, 42 U.S.C. §§ 11001-11050, THE TOXIC SUBSTANCES CONTROL ACT, 15 U.S.C.
§§ 2601-2692, THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, 7 U.S.C.
§§ 136-136Y, THE CLEAN AIR ACT, 42 U.S.C. §§ 7401-7642, THE CLEAN WATER ACT
(FEDERAL WATER POLLUTION CONTROL ACT), 33 U.S.C. §§ 1251-1387, THE SAFE DRINKING
WATER ACT, 42 U.S.C. §§ 300F-300J-26, AND THE OCCUPATIONAL SAFETY AND HEALTH
ACT, 29 U.S.C. §§ 651-678, AND ANY ANALOGOUS STATE LAWS, AS ANY OF THE ABOVE MAY
BE AMENDED FROM TIME TO TIME AND IN THE REGULATIONS PROMULGATED PURSUANT TO EACH
OF THE FOREGOING (INCLUDING ENVIRONMENTAL STATUTES AND LAWS NOT SPECIFICALLY
DEFINED HEREIN) (INDIVIDUALLY, AN "ENVIRONMENTAL LAW" AND COLLECTIVELY, THE
"ENVIRONMENTAL LAWS") OR BY ANY GOVERNMENTAL ENTITY.
Except as expressly stated in the Operative Documents or any of the other
documents delivered by the company in connection herewith, the Company makes no
representations or warranties, express or implied, with respect to the Exchange,
the Taberna Transferred Rights, the Original Preferred Securities, the Existing
Indenture or any other matter.
5.
Representations and Warranties of Taberna.
Each Taberna entity,
for itself, represents and warrants to, and agrees with, the Company as follows:
(A)
IT IS A COMPANY DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION IN WHICH IT IS ORGANIZED WITH ALL REQUISITE
(I) POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM UNDER OPERATIVE
DOCUMENTS TO WHICH IT IS A PARTY, TO MAKE THE REPRESENTATIONS AND WARRANTIES
SPECIFIED HEREIN AND THEREIN AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED IN
THE OPERATIVE DOCUMENTS.
(B)
THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN HAS BEEN DULY AUTHORIZED BY IT AND, ON THE CLOSING DATE,
WILL HAVE BEEN DULY EXECUTED AND DELIVERED