BUSINESS, EACH OF WHICH IS IN FULL FORCE
AND EFFECT, IS FINAL AND NOT SUBJECT TO REVIEW ON APPEAL AND IS NOT THE SUBJECT
OF ANY PENDING OR, TO ITS KNOWLEDGE AFTER DUE INQUIRY, THREATENED ATTACK BY
DIRECT OR COLLATERAL PROCEEDING, (II) IS IN COMPLIANCE WITH EACH GOVERNMENTAL
APPROVAL APPLICABLE TO IT AND IN COMPLIANCE WITH ALL OTHER APPLICABLE LAWS
RELATING TO IT OR ANY OF ITS RESPECTIVE PROPERTIES AND (III) HAS TIMELY FILED
ALL MATERIAL REPORTS, DOCUMENTS AND OTHER MATERIALS REQUIRED TO BE FILED BY IT
UNDER ALL APPLICABLE LAWS WITH ANY GOVERNMENTAL AUTHORITY AND HAS RETAINED ALL
MATERIAL RECORDS AND DOCUMENTS REQUIRED TO BE RETAINED BY IT UNDER APPLICABLE
LAW, EXCEPT IN EACH SUCH CASE SET FORTH IN CLAUSES (I), (II) OR (III) WHERE THE
FAILURE TO HAVE, COMPLY, FILE OR RETAIN COULD NOT REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES (X)
IS ENGAGED PRINCIPALLY OR AS ONE OF ITS ACTIVITIES IN THE BUSINESS OF EXTENDING
CREDIT FOR THE PURPOSE OF "PURCHASING" OR "CARRYING" ANY "MARGIN STOCK" (AS EACH
SUCH TERM IS DEFINED OR USED, DIRECTLY OR INDIRECTLY, IN REGULATION U OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM), (Y) IS AN "INVESTMENT
COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY" (AS EACH SUCH TERM
IS DEFINED OR USED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR (Z) IS,
OR AFTER GIVING EFFECT TO ANY EXTENSION OF CREDIT WILL BE, SUBJECT TO REGULATION
UNDER THE INTERSTATE COMMERCE ACT, AS AMENDED, OR ANY OTHER APPLICABLE LAW WHICH
LIMITS ITS ABILITY TO INCUR OR CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY
OR BY THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY.
NO PART OF THE PROCEEDS
OF ANY OF THE LOANS OR LETTERS OF CREDIT WILL BE USED (A) FOR PURCHASING OR
CARRYING MARGIN STOCK (OTHER THAN THE PURCHASE BY THE BORROWER OF ITS CAPITAL
STOCK PURSUANT TO THE STOCK BUYBACK PROGRAM OF THE BORROWER; PROVIDED THAT, TO
THE EXTENT REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT OR ANY LENDER AT ANY
TIME, THE BORROWER SHALL PROVIDE TO THE ADMINISTRATIVE AGENT OR SUCH LENDER A
FEDERAL RESERVE FORM U-1 STATEMENT OF PURPOSE IN CONNECTION WITH ANY SUCH
PURCHASE) OR (B) FOR ANY PURPOSE WHICH VIOLATES, OR WHICH WOULD BE INCONSISTENT
WITH, THE PROVISIONS OF REGULATION T, U OR X OF SUCH BOARD OF GOVERNORS.
(F)
TAX RETURNS AND PAYMENTS.
EACH OF THE BORROWER AND EACH OF ITS
SUBSIDIARIES HAS DULY FILED OR CAUSED TO BE FILED ALL FEDERAL, STATE, LOCAL AND
OTHER MATERIAL TAX RETURNS REQUIRED BY APPLICABLE LAW TO BE FILED, AND HAS PAID,
OR MADE ADEQUATE PROVISION FOR THE PAYMENT OF, ALL FEDERAL, STATE, LOCAL AND
OTHER MATERIAL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES UPON IT AND
ITS PROPERTY, INCOME, PROFITS AND ASSETS WHICH ARE DUE AND PAYABLE (OTHER THAN
ANY AMOUNT THE VALIDITY OF WHICH IS CURRENTLY BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND WITH RESPECT TO WHICH RESERVES IN