DILIGENTLY CONDUCTED AND FOR WHICH
ADEQUATE RESERVES ARE MAINTAINED ON THE BOOKS OF THE APPROPRIATE GROUP MEMBER IN
ACCORDANCE WITH GAAP.
AS OF THE CLOSING DATE, NO MATERIAL TAX RETURN IS UNDER
AUDIT OR EXAMINATION BY ANY GOVERNMENTAL AUTHORITY AND NO NOTICE OF SUCH AN
AUDIT OR EXAMINATION OR ANY ASSERTION OF ANY MATERIAL CLAIM FOR TAXES HAS BEEN
GIVEN OR MADE BY ANY GOVERNMENTAL AUTHORITY.
AS OF THE CLOSING DATE, PROPER AND
ACCURATE AMOUNTS HAVE BEEN WITHHELD BY EACH GROUP MEMBER FROM THEIR RESPECTIVE
EMPLOYEES FOR ALL PERIODS IN MATERIAL COMPLIANCE WITH THE TAX, SOCIAL SECURITY
AND UNEMPLOYMENT WITHHOLDING PROVISIONS OF APPLICABLE REQUIREMENTS OF LAW AND
SUCH WITHHOLDINGS HAVE BEEN TIMELY PAID TO THE RESPECTIVE GOVERNMENTAL
AUTHORITIES.
NO GROUP MEMBER HAS PARTICIPATED IN A "LISTED TRANSACTION" WITHIN
THE MEANING OF TREASURY REGULATION SECTION 1.6011-4(B) OR HAS BEEN A MEMBER OF
AN AFFILIATED, COMBINED OR UNITARY GROUP OTHER THAN THE GROUP OF WHICH A GROUP
MEMBER IS OR WAS THE COMMON PARENT.
SECTION 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.
SECTION 4.10
NO DEFAULTS.
NO GROUP MEMBER IS IN DEFAULT UNDER OR WITH
RESPECT TO ANY CONTRACTUAL OBLIGATION OF ANY GROUP MEMBER, OTHER THAN THOSE THAT
WOULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
SECTION 4.11
INVESTMENT COMPANY ACT.
NO GROUP MEMBER IS AN "INVESTMENT
COMPANY" AS DEFINED IN, OR SUBJECT TO REGULATION OR RESTRICTIONS UNDER, THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER.
SECTION 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, REASONABLY BE EXPECTED TO 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.
SECTION 4.13
ERISA.
EACH BENEFIT PLAN, AND EACH TRUST THEREUNDER,
INTENDED TO QUALIFY FOR TAX EXEMPT STATUS UNDER SECTION 401 OR 501 OF THE CODE
OR OTHER REQUIREMENTS OF LAW SO QUALIFIES.
EXCEPT FOR THOSE THAT WOULD NOT, IN
THE AGGREGATE, BE REASONABLY EXPECTED TO RESULT