SET FORTH ON SCHEDULE 4.5 AND EXCEPT AS
COULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT, NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES (I) HAS FAILED TO COMPLY WITH ANY ENVIRONMENTAL LAW OR TO OBTAIN,
MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE OR OTHER APPROVAL REQUIRED UNDER ANY
ENVIRONMENTAL LAW, (II) HAS BECOME SUBJECT TO ANY ENVIRONMENTAL LIABILITY, (III)
HAS RECEIVED NOTICE OF ANY CLAIM WITH RESPECT TO ANY ENVIRONMENTAL LIABILITY OR
(IV) KNOWS OF ANY BASIS FOR ANY ENVIRONMENTAL LIABILITY.
SECTION 4.6.
COMPLIANCE WITH LAWS AND AGREEMENTS.
THE
BORROWER AND EACH SUBSIDIARY IS 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, COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 4.7.
INVESTMENT COMPANY ACT, ETC.
NEITHER THE
BORROWER NOR ANY OF ITS 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, EXCEPT THOSE AS HAVE
BEEN OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT.
SECTION 4.8.
TAXES.
THE BORROWER AND ITS SUBSIDIARIES AND
EACH OTHER PERSON FOR WHOSE TAXES THE BORROWER OR ANY SUBSIDIARY IS LIABLE 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 BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE, HAS SET ASIDE ON ITS
BOOKS ADEQUATE RESERVES IN ACCORDANCE WITH GAAP.
THE CHARGES, ACCRUALS AND
RESERVES ON THE BOOKS OF THE BORROWER AND ITS SUBSIDIARIES IN RESPECT OF SUCH
TAXES ARE ADEQUATE, AND NO TAX LIABILITIES THAT COULD BE MATERIALLY IN EXCESS OF
THE AMOUNT SO PROVIDED ARE ANTICIPATED.
52
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" WITH 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.
NEITHER THE BORROWER
NOR