OF ITS SUBSIDIARIES HAVE OBTAINED ALL MATERIAL LICENSES, PERMITS,
AUTHORIZATIONS AND REGISTRATIONS REQUIRED UNDER ANY ENVIRONMENTAL LAWS
("ENVIRONMENTAL PERMITS") NECESSARY FOR THEIR RESPECTIVE OPERATIONS, AND ALL
SUCH ENVIRONMENTAL PERMITS ARE IN GOOD STANDING, AND THE BORROWER AND EACH OF
ITS SUBSIDIARIES IS IN COMPLIANCE WITH ALL MATERIAL TERMS AND CONDITIONS OF SUCH
ENVIRONMENTAL PERMITS.
(C)
EXCEPT AS SPECIFICALLY IDENTIFIED IN SCHEDULE 4.07, THERE ARE
NEITHER ANY CONDITIONS OR CIRCUMSTANCES KNOWN TO THE BORROWER WHICH MAY GIVE
RISE TO ANY CLAIMS OR LIABILITIES RESPECTING ANY ENVIRONMENTAL LAWS OR HAZARDOUS
SUBSTANCES ARISING FROM THE OPERATIONS OF THE BORROWER OR ITS SUBSIDIARIES
(INCLUDING, WITHOUT LIMITATION, OFF-SITE LIABILITIES), NOR ANY ADDITIONAL COSTS
OF COMPLIANCE WITH ENVIRONMENTAL LAWS, WHICH COLLECTIVELY HAVE AN AGGREGATE
POTENTIAL LIABILITY IN EXCESS OF $50,000,000.
SECTION 4.08.
TAXES.
UNITED STATES FEDERAL INCOME TAX RETURNS OF
THE BORROWER AND ITS SUBSIDIARIES HAVE BEEN EXAMINED AND CLOSED THROUGH THE
FISCAL YEAR ENDED DECEMBER 31, 1992. THE BORROWER AND ITS SUBSIDIARIES HAVE
FILED ALL UNITED STATES FEDERAL INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX
RETURNS WHICH ARE REQUIRED TO BE FILED BY THEM AND HAVE PAID ALL TAXES DUE
PURSUANT TO SUCH RETURNS OR PURSUANT TO ANY ASSESSMENT RECEIVED BY THE BORROWER
OR ANY SUBSIDIARY, EXCEPT FOR TAXES THE AMOUNT, APPLICABILITY OR VALIDITY OF
WHICH IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS.
THE CHARGES,
ACCRUALS AND RESERVES ON THE BOOKS OF THE BORROWER AND ITS SUBSIDIARIES IN
RESPECT OF TAXES OR OTHER GOVERNMENTAL CHARGES ARE, IN THE OPINION OF THE
BORROWER, ADEQUATE.
SECTION 4.09.
SUBSIDIARIES.
EACH OF THE BORROWERS' SIGNIFICANT
SUBSIDIARIES IS A CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION, AND HAS ALL
CORPORATE POWERS AND ALL MATERIAL GOVERNMENTAL LICENSES,
22
AUTHORIZATIONS, QUALIFICATIONS, CONSENTS AND APPROVALS REQUIRED TO CARRY ON ITS
BUSINESS AS NOW CONDUCTED.
SECTION 4.10.
NOT AN INVESTMENT COMPANY.
THE BORROWER IS NOT AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED.
SECTION 4.11.
FULL DISCLOSURE.
ALL WRITTEN INFORMATION, INCLUDING
THE SUPPLEMENTAL INFORMATION, HERETOFORE FURNISHED BY THE BORROWER TO THE AGENTS
(OR ANY OF THEIR AFFILIATES) FOR DISTRIBUTION TO LENDERS REGARDING BORROWER AND
ITS SUBSIDIARIES FOR PURPOSES OF OR IN CONNECTION WITH THE LOAN DOCUMENTS OR ANY
TRANSACTION CONTEMPLATED HEREBY IS, AND ALL SUCH INFORMATION HEREAFTER FURNISHED
BY THE BORROWER TO THE AGENTS FOR DISTRIBUTION TO LENDERS REGARDING THE BORROWER
AND ITS SUBSIDIARIES TAKEN AS A WHOLE WILL BE, TRUE AND ACCURATE IN ALL MATERIAL
RESPECTS ON THE DATE AS OF WHICH SUCH INFORMATION IS STATED OR CERTIFIED, IN
EACH CASE IN LIGHT OF THE CIRCUMSTANCES IN WHICH THE SAME WERE MADE AND, IN THE
CASE OF ANY FINANCIAL INFORMATION, IS SUBJECT TO CHANGES RESULTING FROM AUDIT
AND YEAR-END ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES AND INCLUDES INFORMATION
FROM PERIODS THAT ARE UNDER REVIEW FOR RESTATEMENT AND RE-AUDIT, ALL AS
DESCRIBED IN THE SUPPLEMENTAL INFORMATION.
ARTICLE 5
COVENANTS
The Borrower agrees that, so long as any Lender has any Commitment hereunder or