STATEMENTS FAIRLY PRESENT THE CONSOLIDATED AND CONSOLIDATING FINANCIAL CONDITION
OF UIC AND ITS SUBSIDIARIES AS OF SUCH DATES AND THE CONSOLIDATED AND
CONSOLIDATING RESULTS OF OPERATIONS FOR SUCH PERIODS IN CONFORMITY WITH GAAP
CONSISTENTLY APPLIED, SUBJECT TO YEAR END AUDIT ADJUSTMENTS IN THE CASE OF THE
STATEMENTS REFERRED TO IN CLAUSE (II).
SINCE DECEMBER 31, 2006, THERE HAVE BEEN
NO CHANGES WITH RESPECT TO THE BORROWERS AND THEIR SUBSIDIARIES TAKEN AS A
WHOLE, IN EACH CASE WHICH HAVE HAD OR WOULD REASONABLY BE EXPECTED TO HAVE,
SINGLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
SECTION 4.5.
LITIGATION AND ENVIRONMENTAL MATTERS.
(A)
OTHER THAN LITIGATION, INVESTIGATIONS OR PROCEEDINGS DISCLOSED IN
ANY PUBLIC SECURITIES AND EXCHANGE COMMISSION FILINGS BY UIC PRIOR TO THE
CLOSING DATE, NO LITIGATION, INVESTIGATION OR PROCEEDING OF OR BEFORE ANY
ARBITRATORS OR GOVERNMENTAL AUTHORITIES IS PENDING AGAINST OR, TO THE KNOWLEDGE
OF ANY BORROWER, OVERTLY THREATENED AGAINST OR AFFECTING ANY BORROWER OR ANY OF
THEIR SUBSIDIARIES (I) AS TO WHICH THERE IS A REASONABLE POSSIBILITY OF AN
ADVERSE DETERMINATION THAT WOULD REASONABLY BE EXPECTED TO HAVE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT OR (II) WHICH IN ANY
MANNER DRAWS INTO QUESTION THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT.
(B)
EXCEPT FOR THE MATTERS SET FORTH ON SCHEDULE 4.5, NO BORROWER NOR
ANY OF THEIR SUBSIDIARIES (I) HAS FAILED TO COMPLY WITH ANY APPLICABLE
ENVIRONMENTAL LAW OR TO OBTAIN, MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE OR
OTHER APPROVAL REQUIRED UNDER ANY APPLICABLE ENVIRONMENTAL LAW, (II) HAS BECOME
SUBJECT TO ANY ENVIRONMENTAL LIABILITY, (III) HAS RECEIVED WRITTEN NOTICE OR TO
ITS KNOWLEDGE ANY OTHER NOTICE OF ANY CLAIM WITH RESPECT TO ANY ENVIRONMENTAL
LIABILITY OR (IV) KNOWS OF ANY REASONABLE BASIS FOR ANY ENVIRONMENTAL LIABILITY,
IN EACH CASE OF (I), (II), (III) OR (IV) WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 4.6.
COMPLIANCE WITH LAWS AND AGREEMENTS.
THE BORROWERS AND
THEIR SUBSIDIARIES ARE IN COMPLIANCE WITH (A) ALL REQUIREMENTS OF LAW AND ALL
JUDGMENTS, DECREES 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, WOULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 4.7.
INVESTMENT COMPANY ACT, ETC.
NO BORROWER NOR ANY OF
THEIR SUBSIDIARIES 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 OR (B) 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.
THE BORROWERS AND THEIR SUBSIDIARIES AND EACH
OTHER PERSON FOR WHOSE TAXES ANY BORROWER OR ANY OF THEIR SUBSIDIARIES COULD
BECOME LIABLE HAVE TIMELY FILED OR CAUSED TO BE FILED ALL FEDERAL INCOME TAX
RETURNS AND ALL OTHER