AND ORDERS OF ANY GOVERNMENTAL AUTHORITY AND (B) ALL
INDENTURES, AGREEMENTS OR OTHER INSTRUMENTS BINDING UPON IT OR ITS PROPERTIES.
SECTION 4.7.
INVESTMENT COMPANY ACT, ETC.
NO MEMBER OF THE
CONSOLIDATED GROUP IS (A) AN "INVESTMENT COMPANY" OR IS "CONTROLLED" BY AN
"INVESTMENT COMPANY", AS SUCH TERMS ARE 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 OR REQUIRING ANY APPROVAL OR CONSENT
FROM OR REGISTRATION OR FILING WITH, ANY GOVERNMENTAL AUTHORITY IN CONNECTION
THEREWITH.
SECTION 4.8.
TAXES.
EACH MEMBER OF THE CONSOLIDATED GROUP AND EACH
OTHER PERSON FOR WHOSE TAXES ANY MEMBER OF THE CONSOLIDATED GROUP COULD BECOME
LIABLE FOR 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 WHERE THE SAME ARE CURRENTLY BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND FOR WHICH THE APPLICABLE MEMBER OF THE CONSOLIDATED
GROUP HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES IN ACCORDANCE WITH GAAP.
THE
CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF EACH MEMBER OF THE CONSOLIDATED
GROUP IN RESPECT OF SUCH TAXES ARE ADEQUATE, AND NO TAX LIABILITIES THAT COULD
BE MATERIALLY IN EXCESS OF THE AMOUNT SO PROVIDED ARE ANTICIPATED.
SECTION 4.9.
MARGIN REGULATIONS.
NONE OF THE PROCEEDS OF ANY OF THE
LOANS OR LETTERS OF CREDIT WILL BE USED, DIRECTLY OR INDIRECTLY, FOR
"PURCHASING" OR "CARRYING" ANY "MARGIN STOCK" WITHIN THE RESPECTIVE MEANINGS OF
EACH OF SUCH TERMS UNDER REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT OR FOR ANY
PURPOSE THAT VIOLATES THE PROVISIONS OF THE REGULATION U.
NO MEMBER OF THE
CONSOLIDATED GROUP IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT
ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR
CARRYING "MARGIN STOCK."
51
SECTION 4.10.
ERISA.
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY
EXPECTED TO OCCUR THAT, WHEN TAKEN TOGETHER WITH ALL OTHER SUCH ERISA EVENTS FOR
WHICH LIABILITY IS REASONABLY EXPECTED TO OCCUR, COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
THE PRESENT VALUE OF ALL ACCUMULATED
BENEFIT OBLIGATIONS UNDER EACH PLAN (BASED ON THE ASSUMPTIONS USED FOR PURPOSES
OF STATEMENT OF FINANCIAL STANDARDS NO. 87) DID NOT, AS OF THE DATE OF THE MOST
RECENT FINANCIAL STATEMENTS REFLECTING SUCH AMOUNTS, EXCEED THE FAIR MARKET
VALUE OF THE ASSETS OF SUCH PLAN, AND THE PRESENT VALUE OF ALL ACCUMULATED
BENEFIT OBLIGATIONS