VIOLATED OR IS IN
VIOLATION OF ANY PROVISION OF THE FOREIGN CORRUPT PRACTICES ACT OF 1977; OR
(IV) MADE ANY BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT, KICKBACK OR OTHER
UNLAWFUL PAYMENT.
(PP)
THE COMPANY AND EACH OF ITS SUBSIDIARIES (I) ARE, AND AT ALL TIMES
PRIOR HERETO WERE, IN COMPLIANCE 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
13
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 AND THE OFFERING MEMORANDUM,
(A) THERE ARE NO PROCEEDINGS THAT ARE PENDING, OR KNOWN TO BE 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 REGARDING
WHICH IT IS REASONABLY BELIEVED NO MONETARY SANCTIONS OF $100,000 OR MORE WILL
BE IMPOSED, (B) THE COMPANY AND ITS 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 EFFECT ON THE CAPITAL EXPENDITURES, EARNINGS OR COMPETITIVE POSITION
OF THE COMPANY AND ITS SUBSIDIARIES, AND (C) NONE OF THE COMPANY AND ITS
SUBSIDIARIES ANTICIPATES MATERIAL CAPITAL EXPENDITURES RELATING TO ENVIRONMENTAL
LAWS.
(QQ)
NONE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, THE USE OF THE PROCEEDS FROM THE SALE OF THE SECURITIES),
WILL VIOLATE OR RESULT IN A VIOLATION ON THE PART OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OF SECTION 7 OF THE EXCHANGE ACT, OR ANY REGULATION PROMULGATED
THEREUNDER, INCLUDING, WITHOUT LIMITATION, REGULATIONS T, U AND X OF THE BOARD
OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
(RR)
THE STATEMENTS SET FORTH IN EACH OF THE PRICING DISCLOSURE
PACKAGE AND THE OFFERING MEMORANDUM UNDER THE CAPTION "DESCRIPTION OF THE
NOTES," INSOFAR AS THEY PURPORT TO CONSTITUTE A SUMMARY OF THE TERMS OF THE
INDENTURE, THE SECURITIES AND THE SECURITY DOCUMENTS, UNDER THE CAPTION
"DESCRIPTION OF CAPITAL STOCK," INSOFAR AS THEY PURPORT TO CONSTITUTE SUMMARIES
OF THE TERMS OF THE COMMON STOCK OF THE COMPANY, AND UNDER THE CAPTION "CERTAIN
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES," INSOFAR