AFFILIATED, COMBINED OR UNITARY GROUP OTHER THAN THE GROUP OF
WHICH A TAX AFFILIATE IS THE COMMON PARENT.
4.9
MARGIN REGULATIONS.
THE BORROWER IS NOT ENGAGED IN THE BUSINESS OF
EXTENDING CREDIT FOR THE PURPOSE OF, AND NO PROCEEDS OF ANY LOAN OR OTHER
EXTENSIONS OF CREDIT HEREUNDER WILL BE USED FOR THE PURPOSE OF, BUYING OR
CARRYING MARGIN STOCK (WITHIN THE MEANING OF REGULATION U OF THE FEDERAL RESERVE
BOARD) OR EXTENDING CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING
ANY SUCH MARGIN STOCK, IN EACH CASE IN CONTRAVENTION OF REGULATION T, U OR X OF
THE FEDERAL RESERVE BOARD.
4.10
NO BURDENSOME OBLIGATIONS; NO DEFAULTS.
NO GROUP MEMBER IS A PARTY
TO ANY CONTRACTUAL OBLIGATION, NO GROUP MEMBER HAS CONSTITUENT DOCUMENTS
CONTAINING OBLIGATIONS, AND, TO THE KNOWLEDGE OF ANY GROUP MEMBER, THERE ARE NO
APPLICABLE REQUIREMENTS OF LAW, IN EACH CASE THE COMPLIANCE WITH WHICH WOULD
HAVE, IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
NO GROUP MEMBER (AND, TO THE
KNOWLEDGE OF EACH GROUP MEMBER, NO OTHER PARTY THERETO) IS IN DEFAULT UNDER OR
WITH RESPECT TO ANY CONTRACTUAL OBLIGATION OF ANY GROUP MEMBER, OTHER THAN THOSE
THAT WOULD NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
4.11
INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT.
NO
GROUP MEMBER IS (A) AN "INVESTMENT COMPANY" OR AN "AFFILIATED PERSON" OF, OR
"PROMOTER" OR "PRINCIPAL UNDERWRITER" FOR, AN "INVESTMENT COMPANY", AS SUCH
TERMS ARE DEFINED IN THE INVESTMENT COMPANY ACT OF 1940 OR (B) A "HOLDING
COMPANY" OR AN "AFFILIATE" OF A "HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" OF A
"HOLDING COMPANY", AS EACH SUCH TERM IS DEFINED AND USED IN THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935.
4.12
LABOR MATTERS.
THERE ARE NO STRIKES, WORK STOPPAGES, SLOWDOWNS OR
LOCKOUTS EXISTING, PENDING (OR, TO THE KNOWLEDGE OF ANY GROUP MEMBER,
THREATENED) AGAINST OR INVOLVING ANY GROUP MEMBER, EXCEPT, FOR THOSE THAT WOULD
NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT AS SET FORTH ON
SCHEDULE 4.12, AS OF THE CLOSING DATE, (A) THERE IS NO COLLECTIVE BARGAINING OR
SIMILAR AGREEMENT WITH ANY UNION, LABOR ORGANIZATION, WORKS COUNCIL OR SIMILAR
REPRESENTATIVE COVERING ANY EMPLOYEE OF ANY GROUP MEMBER, (B) NO PETITION FOR
CERTIFICATION OR ELECTION OF ANY SUCH REPRESENTATIVE IS EXISTING OR PENDING WITH
RESPECT TO ANY EMPLOYEE OF ANY GROUP MEMBER AND (C) NO SUCH REPRESENTATIVE HAS
SOUGHT CERTIFICATION OR RECOGNITION WITH RESPECT TO ANY EMPLOYEE OF ANY GROUP
MEMBER.
4.13
ERISA.
SCHEDULE 4.13 SETS FORTH, AS OF THE CLOSING DATE, A COMPLETE
AND CORRECT LIST OF, AND THAT SEPARATELY IDENTIFIES, (A) ALL TITLE IV PLANS, (B)
ALL MULTIEMPLOYER PLANS AND (C) ALL MATERIAL BENEFIT PLANS.
EACH BENEFIT PLAN,
AND EACH TRUST THEREUNDER, INTENDED TO QUALIFY FOR TAX EXEMPT STATUS UNDER
SECTION 401 OR 501 OF THE CODE OR OTHER
76
REQUIREMENTS OF LAW SO QUALIFIES.
EXCEPT FOR THOSE THAT WOULD NOT, IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT, (X) EACH BENEFIT PLAN IS IN
COMPLIANCE WITH APPLICABLE PROVISIONS OF ERISA, THE