REMEDIATION, ABATEMENT, REMOVAL, OR MONITORING OF ANY HAZARDOUS MATERIALS AT,
UNDER, OR RELEASED OR THREATENED TO BE RELEASED FROM ANY REAL PROPERTIES OFFSITE
THE BORROWER'S OR ANY SUBSIDIARY'S PROPERTIES AND, TO THE BORROWER'S KNOWLEDGE,
THERE ARE NO CONDITIONS OR CIRCUMSTANCES THAT COULD REASONABLY BE EXPECTED TO
RESULT IN THE RECEIPT OF SUCH WRITTEN NOTICE.
(G)
THERE HAS BEEN NO EXPOSURE OF ANY PERSON OR
PROPERTY TO ANY HAZARDOUS MATERIALS AS A RESULT OF OR IN CONNECTION WITH THE
OPERATIONS AND BUSINESSES OF ANY OF THE BORROWER'S OR THE SUBSIDIARIES'
PROPERTIES THAT COULD REASONABLY BE EXPECTED TO FORM THE BASIS FOR A CLAIM FOR
DAMAGES OR COMPENSATION.
(H)
THE BORROWER AND THE SUBSIDIARIES HAVE
PROVIDED TO THE LENDERS COMPLETE AND CORRECT COPIES OF ALL ENVIRONMENTAL SITE
ASSESSMENT REPORTS, INVESTIGATIONS, STUDIES, ANALYSES, AND CORRESPONDENCE ON
ENVIRONMENTAL MATTERS (INCLUDING MATTERS RELATING TO ANY ALLEGED NON-COMPLIANCE
WITH OR LIABILITY UNDER ENVIRONMENTAL LAWS) THAT ARE IN ANY OF THE BORROWER'S OR
THE SUBSIDIARIES' POSSESSION OR CONTROL AND RELATING TO THEIR RESPECTIVE
PROPERTIES OR OPERATIONS THEREON.
SECTION 7.07
COMPLIANCE WITH THE LAWS AND
AGREEMENTS; NO DEFAULTS.
(A)
EACH OF THE BORROWER AND EACH SUBSIDIARY IS
IN COMPLIANCE WITH ALL GOVERNMENTAL REQUIREMENTS APPLICABLE TO IT OR ITS
PROPERTY AND ALL AGREEMENTS AND OTHER INSTRUMENTS BINDING UPON IT OR ITS
PROPERTY, AND POSSESSES ALL LICENSES, PERMITS, FRANCHISES, EXEMPTIONS, APPROVALS
AND OTHER GOVERNMENTAL AUTHORIZATIONS NECESSARY FOR THE OWNERSHIP OF ITS
PROPERTY AND THE CONDUCT OF ITS BUSINESS, EXCEPT WHERE THE FAILURE TO DO SO,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
(B)
NEITHER THE BORROWER NOR ANY SUBSIDIARY IS
IN DEFAULT NOR HAS ANY EVENT OR CIRCUMSTANCE OCCURRED WHICH, BUT FOR THE
EXPIRATION OF ANY APPLICABLE GRACE PERIOD OR THE GIVING OF NOTICE, OR BOTH,
WOULD CONSTITUTE A DEFAULT OR WOULD REQUIRE THE BORROWER OR A SUBSIDIARY TO
REDEEM OR MAKE ANY OFFER TO REDEEM UNDER ANY INDENTURE, NOTE, CREDIT AGREEMENT
OR INSTRUMENT PURSUANT TO WHICH ANY MATERIAL INDEBTEDNESS IS OUTSTANDING OR BY
WHICH THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES IS BOUND.
(C)
NO DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 7.08
INVESTMENT COMPANY ACT.
NEITHER THE
BORROWER NOR ANY SUBSIDIARY IS AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED"
BY AN "INVESTMENT COMPANY," WITHIN THE MEANING OF, OR SUBJECT TO REGULATION
UNDER, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
49
SECTION 7.09
TAXES.
EACH OF THE BORROWER AND ITS
SUBSIDIARIES HAS TIMELY FILED OR CAUSED TO BE FILED ALL FEDERAL TAX RETURNS AND
ALL OTHER MATERIAL TAX RETURNS AND REPORTS REQUIRED TO HAVE BEEN FILED AND HAS
PAID OR CAUSED TO BE PAID ALL TAXES REQUIRED TO HAVE BEEN PAID BY IT, EXCEPT
(A) TAXES THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND
FOR WHICH THE BORROWER OR SUCH SUBSIDIARY, AS APPLICABLE, HAS SET ASIDE ON ITS
BOOKS ADEQUATE RESERVES IN ACCORDANCE WITH GAAP OR (B) TO THE EXTENT THAT THE
FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED