WHETHER DIRECTLY OR INDIRECTLY, AND WHETHER IMMEDIATELY, INCIDENTALLY OR
ULTIMATELY, FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF THE PROVISIONS OF
REGULATION T, U OR X.
SECTION 3.12.
INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT.
NONE
OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY (OTHER THAN ANY CO-INVESTMENT
SUBSIDIARY) IS (A) AN "INVESTMENT COMPANY" AS DEFINED IN, OR SUBJECT TO
REGULATION UNDER, THE INVESTMENT COMPANY ACT OF 1940 OR (B) A "HOLDING COMPANY"
AS DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935.
SECTION 3.13.
USE OF PROCEEDS.
THE BORROWER WILL (A) USE THE PROCEEDS OF THE
TERM LOANS ONLY FOR THE PURPOSES SPECIFIED IN THE PREAMBLE TO THIS AGREEMENT,
(B) USE THE PROCEEDS OF THE REVOLVING LOANS AND SWINGLINE LOANS AND WILL REQUEST
THE ISSUANCE OF LETTERS OF CREDIT ONLY FOR WORKING CAPITAL AND OTHER GENERAL
CORPORATE PURPOSES AND (C) USE THE PROCEEDS OF INCREMENTAL TERM LOANS ONLY AS
SET FORTH IN THE APPLICABLE INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT.
SECTION 3.14.
TAX RETURNS.
EACH OF THE HOLDINGS, THE BORROWER AND THE
SUBSIDIARIES HAS FILED OR CAUSED TO BE FILED ALL FEDERAL AND ALL MATERIAL STATE,
LOCAL AND FOREIGN TAX RETURNS OR MATERIALS REQUIRED TO HAVE BEEN FILED BY IT AND
HAS PAID OR CAUSED TO BE PAID ALL MATERIAL TAXES DUE AND PAYABLE BY IT AND ALL
ASSESSMENTS RECEIVED BY IT, EXCEPT TAXES THAT ARE BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS AND FOR WHICH HOLDINGS, THE BORROWER OR SUCH
SUBSIDIARY, AS APPLICABLE, SHALL HAVE SET ASIDE ON ITS BOOKS ADEQUATE RESERVES.
SECTION 3.15.
NO MATERIAL MISSTATEMENTS.
NONE OF (A) THE CONFIDENTIAL
INFORMATION MEMORANDUM OR (B) ANY OTHER INFORMATION, REPORT, FINANCIAL
STATEMENT, EXHIBIT OR SCHEDULE FURNISHED BY OR ON BEHALF OF HOLDINGS OR THE
BORROWER TO THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE
NEGOTIATION OF ANY LOAN DOCUMENT OR INCLUDED THEREIN OR DELIVERED PURSUANT
THERETO CONTAINED, CONTAINS OR WILL CONTAIN ANY MATERIAL MISSTATEMENT OF FACT OR
OMITTED, OMITS OR WILL OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE, ARE
OR WILL BE MADE, NOT MISLEADING AS OF THE TIME WHEN MADE OR DELIVERED; PROVIDED
THAT TO THE EXTENT ANY SUCH INFORMATION, REPORT, FINANCIAL STATEMENT, EXHIBIT OR
SCHEDULE WAS BASED UPON OR CONSTITUTES A FORECAST OR PROJECTION, EACH OF
HOLDINGS AND THE BORROWER REPRESENTS ONLY THAT IT ACTED IN GOOD FAITH AND
UTILIZED REASONABLE ASSUMPTIONS AND DUE CARE IN THE PREPARATION OF SUCH
INFORMATION, REPORT, FINANCIAL STATEMENT, EXHIBIT OR SCHEDULE.
SECTION 3.16.
EMPLOYEE BENEFIT PLANS.
(A)
EACH OF THE BORROWER AND ITS ERISA
AFFILIATES IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE APPLICABLE
PROVISIONS OF ERISA AND THE CODE AND THE REGULATIONS AND PUBLISHED
INTERPRETATIONS THEREUNDER EXCEPT FOR SUCH NON-COMPLIANCE AS COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO ERISA EVENT
HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR THAT, WHEN TAKEN TOGETHER WITH
ALL OTHER SUCH ERISA EVENTS, COULD