THE BORROWER OR ANY OF ITS
SUBSIDIARIES THAT SEEKS DAMAGES IN EXCESS OF $500,000.
EXCEPT FOR THE MATTERS SET FORTH ON SCHEDULE 4.5(B), NEITHER THE BORROWER NOR
ANY OF ITS SUBSIDIARIES (I) HAS FAILED TO COMPLY IN ANY MATERIAL RESPECT WITH
ANY ENVIRONMENTAL LAW OR TO OBTAIN, MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE
OR OTHER APPROVAL REQUIRED UNDER ANY ENVIRONMENTAL LAW, (II) HAS BECOME SUBJECT
TO ANY ENVIRONMENTAL LIABILITY IN EXCESS OF $500,000, (III) HAS RECEIVED NOTICE
OF ANY CLAIM WITH RESPECT TO ANY ENVIRONMENTAL LIABILITY IN EXCESS OF $500,000
OR (IV) KNOWS OF ANY BASIS FOR ANY ENVIRONMENTAL LIABILITY IN EXCESS OF
$500,000.
COMPLIANCE WITH LAWS AND AGREEMENTS.
THE BORROWER AND EACH SUBSIDIARY IS IN
COMPLIANCE WITH (A) ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY, AND (B) ALL INDENTURES, AGREEMENTS OR OTHER INSTRUMENTS
BINDING UPON IT OR ITS PROPERTIES, EXCEPT WHERE NON-COMPLIANCE, EITHER SINGLY OR
IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
INVESTMENT COMPANY ACT, ETC.
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES
IS (A) AN "INVESTMENT COMPANY", AS DEFINED IN, OR SUBJECT TO REGULATION UNDER,
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, (B) A "HOLDING COMPANY" AS
DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935, AS AMENDED OR (C) OTHERWISE SUBJECT TO ANY OTHER REGULATORY SCHEME
LIMITING ITS ABILITY TO INCUR DEBT.
TAXES.
THE BORROWER AND ITS SUBSIDIARIES AND EACH OTHER PERSON FOR WHOSE TAXES
THE BORROWER OR ANY SUBSIDIARY COULD BECOME LIABLE HAVE TIMELY FILED OR CAUSED
TO BE FILED ALL FEDERAL INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX RETURNS
THAT ARE REQUIRED TO BE FILED BY THEM, AND HAVE PAID ALL TAXES SHOWN TO BE DUE
AND PAYABLE ON SUCH RETURNS OR ON ANY ASSESSMENTS MADE AGAINST IT OR ITS
PROPERTY AND ALL OTHER TAXES, FEES OR OTHER CHARGES IMPOSED ON IT OR ANY OF ITS
PROPERTY BY ANY GOVERNMENTAL AUTHORITY, EXCEPT (I) TO THE EXTENT THE FAILURE TO
DO SO WOULD NOT HAVE A MATERIAL ADVERSE EFFECT OR (II) WHERE THE SAME ARE
CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH
THE BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE, HAS SET ASIDE ON ITS BOOKS
ADEQUATE RESERVES.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF THE
BORROWER AND ITS SUBSIDIARIES IN RESPECT OF SUCH TAXES ARE ADEQUATE, AND NO TAX
LIABILITIES THAT COULD BE MATERIALLY IN EXCESS OF THE AMOUNT SO PROVIDED ARE
ANTICIPATED.
MARGIN REGULATIONS.
NONE OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF
CREDIT WILL BE USED FOR "PURCHASING" OR "CARRYING" ANY "MARGIN STOCK" WITH THE
RESPECTIVE MEANINGS OF EACH OF SUCH TERMS UNDER REGULATION U AS NOW AND FROM
TIME TO TIME HEREAFTER IN EFFECT OR FOR ANY PURPOSE THAT VIOLATES THE PROVISIONS
OF THE APPLICABLE MARGIN REGULATIONS.
ERISA.
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR THAT,
WHEN TAKEN TOGETHER WITH ALL OTHER SUCH ERISA