BORROWER AND EACH SUBSIDIARY ARE IN COMPLIANCE WITH ALL
FEDERAL, STATE, OR LOCAL LAWS, RULES, REGULATIONS OR ORDINANCES, OR ANY
RESTRICTIONS, ORDERS, WRITS, JUDGMENTS, AWARDS, DETERMINATIONS, INJUNCTIONS OR
DECREES OF ANY AUTHORITY, OR ANY DECISION OR RULING OF ANY ARBITRATOR, IN THE
CONDUCT OF ITS BUSINESS AND CORPORATE AFFAIRS, EXCEPT WHERE FAILURE TO COMPLY,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS
RECEIVED ANY WRITTEN NOTICE THAT ANY VIOLATION OF THE FOREGOING IS BEING OR MAY
BE ALLEGED;
(N)
SANCTIONABLE PRACTICES.
NEITHER THE BORROWER NOR ANY AFFILIATES,
NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF, HAS COMMITTED OR ENGAGED IN, WITH
RESPECT TO THE PROJECT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, ANY
SANCTIONABLE PRACTICE;
26
(O)
INSURANCE.
THE BORROWER'S INSURANCE POLICIES COVER SUCH RISKS AND
CONTAIN SUCH POLICY LIMITS, TYPES OF COVERAGE AND DEDUCTIBLES AS ARE, IN THE
BORROWER'S JUDGMENT, ADEQUATE TO INSURE FULLY (SUBJECT TO THE DEDUCTIBLES AND
RETENTION AMOUNTS DESCRIBED IN SCHEDULE 3.01(O)) AGAINST RISKS TO WHICH THE
BORROWER AND ITS EMPLOYEES, BUSINESS, PROPERTIES AND OTHER ASSETS MAY BE EXPOSED
IN THE OPERATION OF THE BUSINESS AS CURRENTLY CONDUCTED.
ALL OF THE BORROWER'S
INSURANCE POLICIES ARE VALID AND ENFORCEABLE POLICIES, ALL PREMIUMS DUE AND
PAYABLE UNDER ALL SUCH POLICIES HAVE BEEN PAID AND THE BORROWER IS OTHERWISE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE TERMS OF SUCH POLICIES.
THE
BORROWER HAS NO KNOWLEDGE OF ANY THREATENED TERMINATION OF, OR MATERIAL CHANGE
WITH RESPECT TO, THE TERMS AND CONDITIONS OF SUCH POLICIES.
(P)
RESTRICTIONS ON BUSINESS ACTIVITIES.
THERE IS NO AGREEMENT,
JUDGMENT, INJUNCTION ORDER OR DECREE BINDING UPON THE BORROWER WHICH HAS OR
COULD REASONABLY BE EXPECTED TO HAVE THE EFFECT OF PROHIBITING OR IMPAIRING IN
ANY MATERIAL RESPECT ANY OF ITS CURRENT OR FUTURE BUSINESS PRACTICES, ITS
ACQUISITION OF PROPERTY OR THE CONDUCT OF ITS BUSINESS AS IT IS CURRENTLY
CONDUCTED OR AS PROPOSED TO BE CONDUCTED;
(Q)
ERISA.
EXCEPT AS SET FORTH IN SCHEDULE 3.01(Q), EACH OF THE
BORROWER AND SUBSIDIARIES IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ANY
APPLICABLE PROVISIONS OF ERISA; EACH OF THE BORROWER AND SUBSIDIARIES HAS NOT
VIOLATED ANY PROVISION OF ANY EMPLOYEE BENEFIT PLAN (THE "PLAN") MAINTAINED OR
CONTRIBUTED TO BY IT; NO REPORTABLE EVENT (AS DEFINED IN ERISA) HAS OCCURRED AND
IS CONTINUING WITH RESPECT TO ANY PLAN INITIATED BY THE BORROWER OR ANY
SUBSIDIARY; EACH OF THE BORROWER AND SUBSIDIARIES HAS MET ITS MINIMUM FUNDING
REQUIREMENTS UNDER ERISA WITH RESPECT TO ANY PLAN; AND ANY PLAN WILL BE ABLE TO
FULFILL ITS BENEFIT OBLIGATIONS AS THEY COME DUE IN ACCORDANCE WITH THE PLAN
DOCUMENTS AND UNDER THE ACCOUNTING STANDARDS.
SCHEDULE 3.01(Q) DESCRIBES EACH
PLAN MAINTAINED BY THE BORROWER AND EACH OF ITS SUBSIDIARIES; PROVIDED EACH
DESCRIPTION IS INTENDED AS A SUMMARY AND IS SUBJECT TO THE TERMS AND CONDITIONS
OF EACH PLAN;
(R)
CONTRACTS.
WITH RESPECT TO ANY MATERIAL WRITTEN OR ORAL
AGREEMENT OR INSTRUMENT, INCLUDING, WITHOUT LIMITATION,