30, 2007, (I) THERE HAS BEEN
NO EVENT, DEVELOPMENT OR CIRCUMSTANCE THAT HAS HAD OR COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND
51
(II) THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES HAS BEEN CONDUCTED ONLY
IN THE ORDINARY COURSE CONSISTENT WITH PAST BUSINESS PRACTICES.
(C)
NEITHER THE BORROWER NOR ANY SUBSIDIARY HAS
ON THE DATE HEREOF ANY MATERIAL DEBT (INCLUDING DISQUALIFIED CAPITAL STOCK) OR
ANY CONTINGENT LIABILITIES, OFF-BALANCE SHEET LIABILITIES OR PARTNERSHIPS,
LIABILITIES FOR TAXES, UNUSUAL FORWARD OR LONG-TERM COMMITMENTS OR UNREALIZED OR
ANTICIPATED LOSSES FROM ANY UNFAVORABLE COMMITMENTS, EXCEPT AS REFERRED TO OR
REFLECTED OR PROVIDED FOR IN THE FINANCIAL STATEMENTS.
SECTION 7.05.
LITIGATION.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 7.05, THERE
ARE NO ACTIONS, SUITS, INVESTIGATIONS OR PROCEEDINGS BY OR BEFORE ANY ARBITRATOR
OR GOVERNMENTAL AUTHORITY PENDING AGAINST OR, TO THE KNOWLEDGE OF THE BORROWER,
THREATENED AGAINST OR AFFECTING THE BORROWER OR ANY SUBSIDIARY
(I) NOT FULLY
COVERED BY INSURANCE (EXCEPT FOR NORMAL DEDUCTIBLES) AS TO WHICH THERE IS A
REASONABLE POSSIBILITY OF AN ADVERSE DETERMINATION THAT, IF ADVERSELY
DETERMINED, COULD REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO
RESULT IN A MATERIAL ADVERSE EFFECT, (II) THAT INVOLVE ANY LOAN DOCUMENT OR THE
TRANSACTIONS OR (III) THAT COULD IMPAIR THE CONSUMMATION OF THE ACQUISITION ON
THE TIME AND IN THE MANNER CONTEMPLATED BY THE ACQUISITION DOCUMENTS.
(B)
SINCE THE DATE OF THIS AGREEMENT, THERE HAS
BEEN NO CHANGE IN THE STATUS OF THE MATTERS DISCLOSED IN SCHEDULE 7.05 THAT,
INDIVIDUALLY OR IN THE AGGREGATE, HAS RESULTED IN, OR MATERIALLY INCREASED THE
LIKELIHOOD OF, A MATERIAL ADVERSE EFFECT.
SECTION 7.06.
ENVIRONMENTAL MATTERS.
EXCEPT AS SET
FORTH IN SCHEDULE 7.06 AND AS COULD NOT BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT (OR WITH RESPECT TO (C), (D) AND (E) BELOW, WHERE THE
FAILURE TO TAKE SUCH ACTIONS COULD NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT):
(A)
NEITHER ANY PROPERTY OF THE BORROWER OR ANY
SUBSIDIARY NOR THE OPERATIONS CONDUCTED THEREON VIOLATE ANY ORDER OR REQUIREMENT
OF ANY COURT OR GOVERNMENTAL AUTHORITY OR ANY ENVIRONMENTAL LAWS.
(B)
NO PROPERTY OF THE BORROWER OR ANY
SUBSIDIARY NOR THE OPERATIONS CURRENTLY CONDUCTED THEREON OR, TO THE KNOWLEDGE
OF THE BORROWER, BY ANY PRIOR OWNER OR OPERATOR OF SUCH PROPERTY OR OPERATION,
ARE IN VIOLATION OF OR SUBJECT TO ANY EXISTING, PENDING OR THREATENED ACTION,
SUIT, INVESTIGATION, INQUIRY OR PROCEEDING BY OR BEFORE ANY COURT OR
GOVERNMENTAL AUTHORITY OR TO ANY REMEDIAL OBLIGATIONS UNDER ENVIRONMENTAL LAWS.
(C)
ALL NOTICES, PERMITS, LICENSES, EXEMPTIONS,
APPROVALS OR SIMILAR AUTHORIZATIONS, IF ANY, REQUIRED TO BE OBTAINED OR FILED IN
CONNECTION WITH THE OPERATION OR USE OF ANY AND ALL PROPERTY OF THE BORROWER AND
EACH SUBSIDIARY, INCLUDING, WITHOUT LIMITATION, PAST OR PRESENT TREATMENT,
STORAGE, DISPOSAL OR RELEASE OF A HAZARDOUS SUBSTANCE, OIL AND GAS WASTE OR
SOLID WASTE INTO THE ENVIRONMENT, HAVE BEEN DULY OBTAINED OR FILED, AND THE
BORROWER AND EACH SUBSIDIARY ARE IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF
ALL SUCH NOTICES,