THEREBY AND BORROWER HAS
DELIVERED TO THE ADMINISTRATIVE AGENT COMPLETE AND CORRECT COPIES OF ALL SUCH
MATERIAL AGREEMENTS, INCLUDING ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS WITH
RESPECT THERETO.
55
SECTION 3.12.
FEDERAL RESERVE REGULATIONS.
(A)
NO COMPANY IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT
ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF BUYING OR
CARRYING MARGIN STOCK.
(B)
NO PART OF THE PROCEEDS OF ANY LOAN OR ANY LETTER OF CREDIT WILL
BE USED, WHETHER DIRECTLY OR INDIRECTLY, AND WHETHER IMMEDIATELY, INCIDENTALLY
OR ULTIMATELY, FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF, OR THAT IS
INCONSISTENT WITH, THE PROVISIONS OF THE REGULATIONS OF THE BOARD, INCLUDING
REGULATION T, U OR X.
THE PLEDGE OF THE SECURITIES COLLATERAL PURSUANT TO THE
SECURITY AGREEMENT DOES NOT VIOLATE SUCH REGULATIONS.
SECTION 3.13.
INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT.
NO
COMPANY IS (A) AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY," AS DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR (B) A "HOLDING COMPANY," AN
"AFFILIATE" OF A "HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" OF A "HOLDING
COMPANY," AS DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, AS AMENDED.
SECTION 3.14.
USE OF PROCEEDS.
BORROWER WILL USE THE PROCEEDS OF THE
REVOLVING LOANS FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES (INCLUDING TO
EFFECT PERMITTED ACQUISITIONS).
THE PROCEEDS OF THE TERM B LOANS SHALL BE USED
TO REPAY THE ORIGINAL TERM B LOANS.
SECTION 3.15.
TAXES.
EACH COMPANY HAS (A) TIMELY FILED OR CAUSED TO BE
TIMELY FILED ALL FEDERAL TAX RETURNS AND ALL MATERIAL, STATE, LOCAL AND FOREIGN
TAX RETURNS OR MATERIALS REQUIRED TO HAVE BEEN FILED BY IT AND ALL SUCH TAX
RETURNS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AND (B) DULY AND TIMELY
PAID OR CAUSED TO BE DULY AND TIMELY PAID ALL TAXES (WHETHER OR NOT SHOWN ON ANY
TAX RETURN) DUE AND PAYABLE BY IT AND ALL ASSESSMENTS RECEIVED BY IT, EXCEPT
TAXES (I) THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND
FOR WHICH SUCH COMPANY SHALL HAVE SET ASIDE ON ITS BOOKS ADEQUATE RESERVES IN
ACCORDANCE WITH GAAP OR (II) WHICH COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
HAVE A MATERIAL ADVERSE EFFECT; PROVIDED THAT ANY SUCH CONTEST OF TAXES WITH
RESPECT TO COLLATERAL SHALL ALSO SATISFY THE CONTESTED COLLATERAL LIEN
CONDITIONS.
EACH COMPANY HAS MADE ADEQUATE PROVISION IN ACCORDANCE WITH GAAP
FOR ALL TAXES NOT YET DUE AND PAYABLE.
EACH COMPANY IS UNAWARE OF ANY PROPOSED
OR PENDING TAX ASSESSMENTS, DEFICIENCIES OR AUDITS THAT COULD BE REASONABLY
EXPECTED TO, INDIVIDUALLY OR IN THE AGGREGATE, RESULT IN A MATERIAL ADVERSE
EFFECT.
SECTION 3.16.
NO MATERIAL MISSTATEMENTS.
NO INFORMATION, REPORT, FINANCIAL
STATEMENT, EXHIBIT OR SCHEDULE FURNISHED BY OR ON BEHALF OF ANY COMPANY TO THE
ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE NEGOTIATION OF ANY
LOAN DOCUMENT OR INCLUDED THEREIN OR DELIVERED PURSUANT THERETO (INCLUDING THE
CONFIDENTIAL INFORMATION