AMENDMENTS, SUPPLEMENTS OR
MODIFICATIONS WITH RESPECT THERETO.
SECTION 3.09
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 SECURITY AGREEMENT
COLLATERAL PURSUANT TO THE SECURITY AGREEMENT DOES NOT VIOLATE SUCH REGULATIONS.
SECTION 3.10
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 3.11
USE OF PROCEEDS.
ON THE CLOSING DATE, BORROWERS WILL USE THE
PROCEEDS OF THE REVOLVING LOANS, NOT TO EXCEED $105,000,000, TO FINANCE A
PORTION OF THE ACQUISITION CONSIDERATION AND THE REFINANCING AND TO PAY RELATED
FEES, COMMISSIONS AND EXPENSES IN CONNECTION THEREWITH.
AFTER THE CLOSING DATE,
BORROWERS WILL USE THE PROCEEDS OF THE REVOLVING LOANS FOR WORKING CAPITAL AND
GENERAL CORPORATE PURPOSES.
SECTION 3.12
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 HAS (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
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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 3.13
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 CONTAINED,