VIOLATION OF ANY ENVIRONMENTAL LAWS OR ANY HAZARDOUS SUBSTANCES ARE PRESENT
ON SUCH REAL PROPERTY IN VIOLATION OF APPLICABLE LAW, OR (II) THE BORROWER HAS
BEEN IDENTIFIED IN ANY LITIGATION, ADMINISTRATIVE PROCEEDINGS OR INVESTIGATION
AS A POTENTIALLY RESPONSIBLE PARTY FOR LIABILITY UNDER ANY ENVIRONMENTAL LAWS,
THEN THE BORROWER SHALL PROMPTLY GIVE NOTICE THEREOF TO THE ADMINISTRATIVE
AGENT, AND THE BANKS SHALL NOT BE REQUIRED TO MAKE FURTHER REVOLVING LOANS UNDER
THIS AGREEMENT UNTIL THE BORROWER ESTABLISHES ADEQUATE RESERVES (IN THE
REASONABLE JUDGMENT OF THE MAJORITY BANKS) FOR ANY LIABILITY (INCLUDING CLEANUP
COSTS) AND DELIVER REVISED FINANCIAL STATEMENTS TO THE BANKS SHOWING SUCH
RESERVES; PROVIDED, HOWEVER, THAT NO RESERVE SHALL BE REQUIRED FOR ANY SUCH
LIABILITIES TO THE EXTENT THAT THEY AGGREGATE TO LESS THAN $1,000,000.
NO
HAZARDOUS SUBSTANCES ARE, NOR HAVE EVER BEEN, USED, STORED, HANDLED,
MANUFACTURED, GENERATED, PRODUCED, TREATED, PROCESSED, TRANSFERRED OR DISPOSED
ON, AT OR UNDER ANY OF THE PROPERTIES OF THE BORROWER OR ANY OF ITS SUBSIDIARIES
NOT IN COMPLIANCE WITH APPLICABLE LAW.
SECTION 3.26.
OFAC.
NEITHER THE BORROWER, NOR ANY OF ITS AFFILIATES,
IS IN VIOLATION OF (I) ANY OF THE FOREIGN ASSETS CONTROL REGULATIONS OF THE
UNITED STATES TREASURY DEPARTMENT (31 CFR, SUBTITLE B, CHAPTER V, AS AMENDED) OR
ANY ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO, (II) EXECUTIVE
ORDER NO. 13,224, 66 FED. REG. 49,079 (2001), ISSUED BY THE PRESIDENT OF THE
UNITED STATES (EXECUTIVE ORDER BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS
WITH PERSONS WHO COMMIT, THREATEN TO COMMIT OR SUPPORT TERRORISM) OR (III) THE
ANTI-MONEY LAUNDERING PROVISIONS OF THE USA PATRIOT ACT AND ANY OTHER LAWS
RELATING TO TERRORISM OR MONEY LAUNDERING.
SECTION 3.27.
MARGIN STOCK.
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES ENGAGES, OR WILL BE ENGAGED PRINCIPALLY OR AS ONE OF ITS IMPORTANT
ACTIVITIES IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR
CARRYING OR TRADING IN ANY MARGIN STOCKS OR MARGIN SECURITIES (WITHIN THE
MEANING OF REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
AS AMENDED FROM TIME TO TIME).
SECTION 3.28.
SUBSIDIARIES.
THERE ARE NO SUBSIDIARIES OF THE BORROWER
OTHER THAN THOSE LISTED ON SCHEDULE 3.01(A) AND, OTHER THAN ANY SPECIAL PURPOSE
FINANCING VEHICLE, SUCH SUBSIDIARIES IN EACH CASE ARE INACTIVE CORPORATIONS AND
DO NOT CONDUCT ANY BUSINESS OR OPERATIONS.
EXCEPT AS EXPRESSLY SET FORTH ON
SCHEDULE 3.01(A), NONE OF SUCH SUBSIDIARIES OWNS ANY ASSETS, IS A PARTY TO ANY
LEASES OR HAS ANY DEBT.
THERE ARE NO SPECIAL PURPOSE FINANCING VEHICLES OTHER
THAN THOSE LISTED AS SUCH ON SCHEDULE 3.01(A). FROM AND AFTER THE DATE HEREOF,
THE BORROWER SHALL NOT BE REQUIRED TO UPDATE SCHEDULE 3.01(A) TO REFLECT ANY NEW
SPECIAL PURPOSE FINANCE VEHICLES, BUT SHALL NOTIFY THE BANKS PURSUANT TO SECTION
5.15.
SECTION 3.29.
CONTROL AGREEMENT.
EXCEPT AS SET FORTH ON SCHEDULE 3.29,
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO ANY CONTROL
AGREEMENTS OR OTHER AGREEMENT IN FAVOR OF ANY PARTY
47
OTHER THAN THE ADMINISTRATIVE AGENT WHICH PERMITS SUCH PARTY TO EXERCISE CONTROL