COMPANY, THE GUARANTORS OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, HAS (I) USED
ANY CORPORATE FUNDS FOR ANY UNLAWFUL CONTRIBUTION, GIFT, ENTERTAINMENT OR OTHER
UNLAWFUL EXPENSE RELATING TO POLITICAL ACTIVITY; (II) MADE ANY DIRECT OR
INDIRECT UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC GOVERNMENT OFFICIAL OR
EMPLOYEE FROM CORPORATE FUNDS; (III) VIOLATED OR IS IN VIOLATION OF ANY
PROVISION OF THE FOREIGN CORRUPT PRACTICES ACT OF 1977; OR (IV) MADE ANY
UNLAWFUL BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT, KICKBACK OR OTHER UNLAWFUL
PAYMENT.
(QQ)
THE COMPANY AND EACH OF ITS SUBSIDIARIES (I) ARE,
AND AT ALL TIMES PRIOR HERETO WERE, IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH
ALL LAWS, REGULATIONS, ORDINANCES, RULES, ORDERS, JUDGMENTS, DECREES, PERMITS OR
OTHER LEGAL REQUIREMENTS OF ANY GOVERNMENTAL AUTHORITY, INCLUDING WITHOUT
LIMITATION ANY INTERNATIONAL, NATIONAL, STATE, PROVINCIAL, REGIONAL, OR LOCAL
AUTHORITY, RELATING TO THE PROTECTION OF HUMAN HEALTH OR SAFETY, THE ENVIRONMENT
OR NATURAL RESOURCES, OR TO HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS
OR CONTAMINANTS ("ENVIRONMENTAL LAWS") APPLICABLE TO SUCH ENTITY, WHICH
COMPLIANCE INCLUDES, WITHOUT LIMITATION, OBTAINING, MAINTAINING AND COMPLYING
WITH ALL PERMITS AND AUTHORIZATIONS AND APPROVALS REQUIRED BY ENVIRONMENTAL LAWS
TO CONDUCT THEIR RESPECTIVE BUSINESSES, AND (II) HAVE NOT RECEIVED NOTICE OF ANY
ACTUAL OR ALLEGED VIOLATION OF ENVIRONMENTAL LAWS, OR OF ANY POTENTIAL LIABILITY
FOR OR OTHER OBLIGATION CONCERNING THE PRESENCE, DISPOSAL OR RELEASE OF
HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS, EXCEPT IN
THE CASE OF CLAUSE (I) OR (II), WHERE SUCH NON-COMPLIANCE, VIOLATION, LIABILITY,
OR OTHER OBLIGATION WOULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT. EXCEPT AS DESCRIBED IN THE PRICING DISCLOSURE
PACKAGE, (A) THERE ARE NO PROCEEDINGS THAT ARE PENDING, OR TO THE KNOWLEDGE OF
THE COMPANY CONTEMPLATED, AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES UNDER
ENVIRONMENTAL LAWS IN WHICH A GOVERNMENTAL AUTHORITY IS ALSO A PARTY, OTHER THAN
SUCH PROCEEDINGS PURSUANT TO WHICH IT IS REASONABLY BELIEVED NO MONETARY
SANCTIONS, EXCLUSIVE OF INTERESTS AND COSTS, OF $100,000 OR MORE WILL BE
IMPOSED, (B) THE COMPANY, THE GUARANTORS AND THEIR RESPECTIVE SUBSIDIARIES ARE
NOT AWARE OF ANY ISSUES REGARDING COMPLIANCE WITH ENVIRONMENTAL LAWS, OR
LIABILITIES OR OTHER OBLIGATIONS UNDER ENVIRONMENTAL LAWS OR CONCERNING
HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS, THAT WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND (C) NONE OF THE
COMPANY, THE GUARANTORS AND THEIR RESPECTIVE SUBSIDIARIES ANTICIPATES CAPITAL
EXPENDITURES RELATING TO REMEDIATION OF PROPERTIES OF THE COMPANY OR ITS
DOMESTIC SUBSIDIARIES IN EXCESS OF $1,000,000 IN EXCESS OF ANY AMOUNTS RESERVED
THEREFOR RELATING TO ENVIRONMENTAL LAWS.
(RR)
NONE OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE USE OF THE PROCEEDS FROM THE
SALE OF THE NOTES), WILL VIOLATE OR RESULT IN A VIOLATION OF SECTION 7 OF THE
EXCHANGE ACT, OR ANY REGULATION PROMULGATED THEREUNDER, INCLUDING,
13
WITHOUT LIMITATION, REGULATIONS T, U AND X OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM.
(SS)
THE STATEMENTS SET FORTH IN EACH OF THE PRICING DISCLOSURE PACKAGE
AND THE OFFERING