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) 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 OR (II) THAT INVOLVE ANY LOAN DOCUMENT OR
THE TRANSACTIONS.
(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 FOR
SUCH MATTERS AS SET FORTH ON SCHEDULE 7.06 OR THAT, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
THE BORROWER:
(A)
THE BORROWER AND THE SUBSIDIARIES AND EACH
OF THEIR RESPECTIVE PROPERTIES AND OPERATIONS THEREON ARE, AND WITHIN ALL
APPLICABLE STATUTE OF LIMITATION PERIODS HAVE BEEN, IN COMPLIANCE WITH ALL
APPLICABLE ENVIRONMENTAL LAWS.
(B)
THE BORROWER AND THE SUBSIDIARIES HAVE
OBTAINED ALL ENVIRONMENTAL PERMITS REQUIRED FOR THEIR RESPECTIVE OPERATIONS AND
EACH OF THEIR PROPERTIES, WITH ALL SUCH ENVIRONMENTAL PERMITS BEING CURRENTLY IN
FULL FORCE AND EFFECT, AND NONE OF BORROWER OR THE SUBSIDIARIES HAS RECEIVED ANY
WRITTEN NOTICE OR OTHERWISE HAS KNOWLEDGE THAT ANY SUCH EXISTING ENVIRONMENTAL
PERMIT WILL BE REVOKED OR THAT ANY APPLICATION FOR ANY NEW ENVIRONMENTAL PERMIT
OR RENEWAL OF ANY EXISTING ENVIRONMENTAL PERMIT WILL BE PROTESTED OR DENIED.
(C)
THERE ARE NO CLAIMS, DEMANDS, SUITS,
ORDERS, INQUIRIES, OR PROCEEDINGS CONCERNING ANY VIOLATION OF, OR ANY LIABILITY
(INCLUDING AS A POTENTIALLY RESPONSIBLE PARTY) UNDER, ANY APPLICABLE
ENVIRONMENTAL LAWS THAT IS PENDING OR, TO BORROWER'S KNOWLEDGE, THREATENED
AGAINST THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE PROPERTIES OR
AS A RESULT OF ANY OPERATIONS AT SUCH PROPERTIES.
(D)
NONE OF THE PROPERTIES OF THE BORROWER OR
ANY SUBSIDIARY CONTAIN OR HAVE CONTAINED ANY:
(I) UNDERGROUND STORAGE TANKS;
(II) ASBESTOS-CONTAINING MATERIALS; (III) LANDFILLS OR DUMPS; (IV) HAZARDOUS
WASTE MANAGEMENT UNITS AS DEFINED PURSUANT TO RCRA OR ANY COMPARABLE STATE LAW;
OR (V) SITES ON OR NOMINATED FOR THE NATIONAL PRIORITY LIST PROMULGATED PURSUANT
TO CERCLA OR ANY STATE REMEDIAL PRIORITY LIST PROMULGATED OR PUBLISHED PURSUANT
TO ANY COMPARABLE STATE LAW.
(E)
THERE HAS BEEN NO RELEASE OR, TO THE
BORROWER'S KNOWLEDGE, THREATENED RELEASE, OF HAZARDOUS MATERIALS AT, ON, UNDER
OR FROM THE BORROWER'S OR ANY SUBSIDIARY'S PROPERTIES, THERE ARE NO
INVESTIGATIONS, REMEDIATIONS, ABATEMENTS, REMOVALS, OR MONITORINGS OF
48
HAZARDOUS MATERIALS REQUIRED UNDER APPLICABLE ENVIRONMENTAL LAWS AT SUCH
PROPERTIES AND, TO THE KNOWLEDGE OF THE BORROWER, NONE OF SUCH PROPERTIES ARE
ADVERSELY AFFECTED BY ANY RELEASE OR THREATENED RELEASE OF A HAZARDOUS MATERIAL
ORIGINATING OR EMANATING FROM ANY OTHER REAL PROPERTY.
(F)
NEITHER THE BORROWER NOR ANY SUBSIDIARY
HAS RECEIVED ANY WRITTEN NOTICE ASSERTING AN ALLEGED LIABILITY OR OBLIGATION
UNDER ANY APPLICABLE ENVIRONMENTAL LAWS WITH RESPECT TO THE INVESTIGATION,