SUCH ENTITY, WHICH COMPLIANCE INCLUDES,
WITHOUT LIMITATION, OBTAINING, MAINTAINING AND COMPLYING WITH ALL PERMITS AND
AUTHORIZATIONS AND APPROVALS REQUIRED BY ENVIRONMENTAL LAWS TO CONDUCT THEIR
RESPECTIVE BUSINESSES, AND (II) HAVE NOT RECEIVED WRITTEN NOTICE OF ANY ACTUAL
OR ALLEGED VIOLATION OF ENVIRONMENTAL LAWS, OR OF ANY POTENTIAL LIABILITY FOR OR
OTHER OBLIGATION CONCERNING THE PRESENCE, DISPOSAL OR RELEASE OF HAZARDOUS OR
TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS, EXCEPT IN THE CASE OF
CLAUSE (I) OR (II) WHERE SUCH NON-COMPLIANCE, VIOLATION, LIABILITY, OR OTHER
OBLIGATION WOULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
EXCEPT AS DESCRIBED IN THE PRICING DISCLOSURE PACKAGE
AND THE OFFERING MEMORANDUM, (A) THERE ARE NO PROCEEDINGS THAT ARE PENDING, OR
KNOWN TO BE CONTEMPLATED, AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES UNDER
ENVIRONMENTAL LAWS IN WHICH A GOVERNMENTAL AUTHORITY IS ALSO A PARTY, OTHER THAN
SUCH PROCEEDINGS REGARDING WHICH IT IS REASONABLY BELIEVED NO MONETARY SANCTIONS
OF $250,000 OR MORE WILL BE IMPOSED, (B) THE COMPANY AND ITS SUBSIDIARIES ARE
NOT AWARE OF ANY ISSUES REGARDING COMPLIANCE WITH ENVIRONMENTAL LAWS, OR
LIABILITIES OR OTHER OBLIGATIONS UNDER ENVIRONMENTAL LAWS OR CONCERNING
HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS, THAT WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND (C) NONE OF THE
COMPANY AND ITS SUBSIDIARIES ANTICIPATES MATERIAL CAPITAL EXPENDITURES RELATING
TO ENVIRONMENTAL LAWS.
(QQ)
NONE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, THE USE OF THE PROCEEDS FROM THE SALE OF THE SECURITIES),
WILL VIOLATE OR RESULT IN A VIOLATION OF SECTION 7 OF THE EXCHANGE ACT, OR ANY
REGULATION PROMULGATED THEREUNDER, INCLUDING, WITHOUT LIMITATION, REGULATIONS T,
U AND X OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
(RR)
THE STATEMENTS SET FORTH IN EACH OF THE PRICING DISCLOSURE
PACKAGE AND THE OFFERING MEMORANDUM UNDER THE CAPTION "DESCRIPTION OF THE
NOTES," INSOFAR AS THEY PURPORT TO CONSTITUTE A SUMMARY OF THE TERMS OF THE
SECURITIES AND UNDER THE CAPTIONS "DESCRIPTION OF CAPITAL STOCK," "MATERIAL U.S.
FEDERAL TAX CONSIDERATIONS," AND "PLAN OF DISTRIBUTION," INSOFAR AS THEY PURPORT
TO DESCRIBE THE PROVISIONS OF THE LAWS AND DOCUMENTS REFERRED TO THEREIN, ARE
ACCURATE IN ALL MATERIAL RESPECTS.
(SS)
THE COMPANY AND ITS AFFILIATES HAVE NOT TAKEN, DIRECTLY OR
INDIRECTLY, ANY ACTION (A) DESIGNED TO OR THAT HAS CONSTITUTED OR THAT
REASONABLY CAN BE EXPECTED TO CAUSE OR RESULT IN THE STABILIZATION OR
MANIPULATION OF THE PRICE OF ANY SECURITY OF THE COMPANY IN CONNECTION WITH THE
OFFERING OF THE SECURITIES TO FACILITATE THE SALE OR RESALE OF SUCH SECURITIES
OR (B) PROHIBITED BY REGULATION M UNDER THE EXCHANGE ACT.
(tt)
(i) The Company and each of its subsidiaries have established and
maintain disclosure controls and procedures (as such term is defined in Rule
13a-15 under the Exchange Act), (ii) such disclosure controls and procedures are
designed to ensure that the information required to be disclosed by the Company
in the reports they file or submit under the Exchange Act (assuming the Company
was