NOT FUNDED, THE OBLIGATIONS OF SUCH FOREIGN PLAN ARE PROPERLY ACCRUED.
4.14
INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT; OTHER REGULATIONS.
NO LOAN PARTY IS (A) AN "INVESTMENT COMPANY",
OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY", WITHIN THE MEANING OF 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," WITHIN THE MEANING OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935,
AS AMENDED.
NO LOAN PARTY IS SUBJECT TO REGULATION UNDER ANY REQUIREMENT OF LAW
(OTHER THAN REGULATION X OF THE BOARD) THAT LIMITS ITS ABILITY TO INCUR
INDEBTEDNESS.
4.15
SUBSIDIARIES.
EXCEPT AS DISCLOSED TO THE
ADMINISTRATIVE AGENT BY THE PARENT BORROWER IN WRITING FROM TIME TO TIME AFTER
THE CLOSING DATE, (A) SCHEDULE 4.15 SETS FORTH THE NAME AND JURISDICTION OF
ORGANIZATION OF EACH SUBSIDIARY AND, AS TO EACH SUCH SUBSIDIARY, THE PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY AND (B) THERE ARE NO
OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS, CALLS, RIGHTS OR OTHER AGREEMENTS
OR COMMITMENTS (OTHER THAN STOCK OPTIONS GRANTED TO EMPLOYEES OR DIRECTORS AND
DIRECTORS' QUALIFYING SHARES) OF ANY NATURE RELATING TO ANY CAPITAL STOCK OF THE
PARENT BORROWER OR ANY SUBSIDIARY, EXCEPT AS CREATED BY THE LOAN DOCUMENTS OR AS
LISTED ON SCHEDULE 4.15.
4.16
USE OF PROCEEDS.
THE PROCEEDS OF THE TERM LOANS
MADE ON THE CLOSING DATE, THE EQUITY FINANCING AND THE ADDITIONAL HOLDCO NOTES,
TOGETHER WITH UP TO $2,000,000 PROCEEDS OF U.S. SWINGLINE LOANS, WILL BE USED TO
PAY THE ACQUISITION CONSIDERATION, REFINANCE CERTAIN EXISTING INDEBTEDNESS AND
PAY FEES AND EXPENSES IN CONNECTION WITH THE TRANSACTIONS.
THE PROCEEDS OF THE
U.S. REVOLVING LOANS AND OTHER U.S. SWINGLINE LOANS SHALL BE USED FOR GENERAL
CORPORATE PURPOSES.
THE PROCEEDS OF THE U.S. LETTERS OF CREDIT SHALL BE USED TO
SUPPORT PAYMENT OBLIGATIONS IN THE ORDINARY COURSE OF BUSINESS.
THE PROCEEDS OF
THE CANADIAN LOANS SHALL BE USED TO FINANCE THE WORKING CAPITAL NEEDS OF THE
CANADIAN BORROWER.
THE PROCEEDS OF ANY INCREASE IN THE TERM LOANS PURSUANT TO
SECTION 2.25 SHALL BE USED TO FUND PERMITTED ACQUISITIONS, PAY THE FEES AND
EXPENSES RELATED THERETO, AND TO REFINANCE INDEBTEDNESS OF THE PERSON OR
ASSOCIATED WITH THE ASSETS TO BE SO ACQUIRED.
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4.17
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.17, AND EXCEPT AS, IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT:
(a)
the facilities and properties owned, leased
or operated by the Parent Borrower or any of its Subsidiaries (the "Group
Properties") do not contain, any Materials of Environmental Concern in amounts
or concentrations or under circumstances that constitute or constituted a
violation of, or could give rise to liability under, any Environmental Law;
(b)
neither the Parent Borrower nor any of its
Subsidiaries has received or has knowledge of any notice of violation, alleged
violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to any