THE LAPSE
OF TIME OR BOTH, COULD CONSTITUTE SUCH A DEFAULT, EXCEPT WHERE THE CONSEQUENCES,
DIRECT OR INDIRECT, OF SUCH DEFAULT OR DEFAULTS, IF ANY, COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(W)
BROKERAGE FEES.
EXCEPT AS SET FORTH ON
SCHEDULE 4.1(W), NO BROKER'S OR FINDER'S FEE OR COMMISSION WILL BE PAYABLE WITH
RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND NO OTHER SIMILAR FEES OR COMMISSIONS WILL BE PAYABLE BY THE
CREDIT PARTIES FOR ANY OTHER SERVICES RENDERED TO THE CREDIT PARTIES ANCILLARY
TO THE CREDIT TRANSACTIONS CONTEMPLATED HEREIN.
48
(X)
MARGIN REGULATIONS.
NO PART OF THE
PROCEEDS OF THE TERM LOANS BORROWED HEREUNDER WILL BE USED FOR THE PURPOSE OF
BUYING OR CARRYING ANY MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE
PURPOSE OF BUYING OR CARRYING ANY MARGIN STOCK, IN EITHER CASE IN A MANNER WHICH
WOULD VIOLATE OR CONFLICT WITH REGULATIONS T, U OR X OF THE BOARD GOVERNORS OF
THE FEDERAL RESERVE SYSTEM.
NO CREDIT PARTY IS ENGAGED IN THE BUSINESS OF
EXTENDING CREDIT TO OTHERS FOR THE PURPOSE OF BUYING OR CARRYING MARGIN STOCK.
NEITHER THE MAKING OF THE TERM LOANS NOR ANY USE OF PROCEEDS OF ANY SUCH TERM
LOANS WILL VIOLATE OR CONFLICT WITH THE PROVISIONS OF REGULATIONS T, U OR X OF
THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, AS AMENDED FROM TIME TO
TIME.
(Y)
TAXES.
EACH CREDIT PARTY HAS FILED ALL
FEDERAL AND OTHER MATERIAL TAX RETURNS REQUIRED TO BE FILED BY IT AND HAS NOT
FAILED TO PAY ANY MATERIAL TAXES, OR INTEREST AND PENALTIES RELATING THERETO, ON
OR BEFORE THE DUE DATES THEREOF EXCEPT FOR TAXES NOT YET DUE AND EXCEPT FOR
THOSE THE AMOUNT OR VALIDITY OF WHICH IS CURRENTLY BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS.
EXCEPT AS MAY BE PREVIOUSLY DISCLOSED TO
ADMINISTRATIVE AGENT AND TO THE EXTENT THAT RESERVES THEREFOR ARE REFLECTED IN
THE FINANCIAL STATEMENTS, (I) THERE ARE NO MATERIAL FEDERAL, STATE OR LOCAL TAX
LIABILITIES OF ANY CREDIT PARTY DUE OR TO BECOME DUE FOR ANY TAX YEAR ENDED ON
OR PRIOR TO THE DATE HEREOF RELATING TO ANY CREDIT PARTY, WHICH ARE NOT
REFLECTED IN THE FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP, AND (II) THERE
ARE NO MATERIAL CLAIMS PENDING, PROPOSED OR THREATENED IN WRITING AGAINST ANY
CREDIT PARTY FOR PAST FEDERAL, STATE OR LOCAL TAXES, EXCEPT THOSE, IF ANY, AS TO
WHICH PROPER RESERVES IN ACCORDANCE WITH GAAP ARE REFLECTED IN SUCH FINANCIAL
STATEMENTS.
(Z)
USA PATRIOT ACT; ETC.
EACH CREDIT PARTY
IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE USA PATRIOT ACT (TITLE III OF
PUB.L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)).
NO PART OF THE PROCEEDS OF
THE EXTENSIONS OF CREDIT HEREUNDER WILL BE USED, DIRECTLY OR INDIRECTLY, FOR ANY
PAYMENTS TO ANY GOVERNMENTAL OFFICIAL OR EMPLOYEE, POLITICAL PARTY, OFFICIAL OF
A POLITICAL PARTY, CANDIDATE FOR POLITICAL OFFICE OR ANYONE ELSE ACTING IN AN
OFFICIAL CAPACITY, IN ORDER