THE BORROWER IN WRITING TO THE ADMINISTRATIVE AGENT OR ANY LENDER
WILL NOT CONTAIN A MATERIAL MISSTATEMENT ON THE DATE AS OF WHICH SUCH
INFORMATION IS DATED OR CERTIFIED (OR IF NOT DATED OR CERTIFIED, AS OF THE DATE
SUCH INFORMATION WAS FURNISHED) WHICH MAKES SUCH INFORMATION MISLEADING IN ANY
MATERIAL RESPECT AT SUCH TIME IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH
INFORMATION WAS PROVIDED AND WILL NOT BE INCOMPLETE BY OMITTING TO STATE ANY
FACT NECESSARY TO MAKE SUCH INFORMATION (TAKEN AS A WHOLE) NOT MISLEADING IN ANY
MATERIAL RESPECT AT SUCH TIME IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH
INFORMATION WAS PROVIDED, IT BEING UNDERSTOOD AND AGREED THAT FOR PURPOSES OF
THIS SECTION 8.07, SUCH FACTUAL INFORMATION SHALL NOT INCLUDE THE PROJECTIONS OR
ANY PRO FORMA FINANCIAL INFORMATION.
8.08.
USE OF PROCEEDS; MARGIN REGULATIONS.
(A)
ALL PROCEEDS OF THE TERM
LOANS WILL BE USED BY THE BORROWER SOLELY (I) FIRST, ON THE BORROWING DATE, (X)
TO FUND THE TENDER OFFER ACCOUNT (SO LONG AS SUCH PROCEEDS ARE THEREAFTER PAID
OVER TO THE TENDER OFFER PAYING AGENT AND APPLIED TO FINANCE, IN PART, THE SHARE
REPURCHASE AND/OR, UPON THE TERMINATION OF THE TENDER OFFER ADJUSTMENT PERIOD,
THEREAFTER APPLIED AS PROVIDED IN CLAUSE (II) BELOW AND/OR SECTION 5.02(J)) AND
(Y) TO PAY FEES AND EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTION AND
(II) SECOND, FOR OTHER GENERAL CORPORATE PURPOSES (INCLUDING, WITHOUT
LIMITATION, TO FINANCE PERMITTED ACQUISITIONS AND THE REPURCHASE OF EQUITY
INTERESTS OF THE BORROWER PERMITTED BY
58
Section 10.03(iv)); provided that no more than $100,000,000 of proceeds of the
Term Loans may be used for the purposes described in preceding clause (ii) (it
being understood that, upon the termination of the Tender Offer Adjustment
Period, the proceeds of Term Loans in the Tender Offer Account may be withdrawn
and shall be available to be applied by the Borrower as provided above for the
purposes described in preceding clause (ii)).
(B)
EXCEPT AS OTHERWISE PERMITTED BY SECTION 10.03(III) AND (IV), NO
PART OF ANY TERM LOANS (OR THE PROCEEDS THEREOF) WILL BE USED TO PURCHASE OR
CARRY ANY MARGIN STOCK OR TO EXTEND CREDIT FOR THE PURPOSE OF PURCHASING OR
CARRYING ANY MARGIN STOCK.
NEITHER THE MAKING OF ANY TERM LOAN NOR THE USE OF
THE PROCEEDS THEREOF WILL VIOLATE OR BE INCONSISTENT WITH THE PROVISIONS OF
REGULATION T, U OR X OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
8.09.
TAX RETURNS AND PAYMENTS.
EACH OF THE BORROWER AND EACH OF ITS
SUBSIDIARIES HAS TIMELY FILED OR CAUSED TO BE TIMELY FILED WITH THE APPROPRIATE
TAXING AUTHORITY ALL MATERIAL FEDERAL AND STATE INCOME TAX RETURNS AND ALL OTHER
MATERIAL TAX RETURNS, DOMESTIC AND FOREIGN (THE "RETURNS") REQUIRED TO BE FILED
BY, OR WITH RESPECT TO THE INCOME, PROPERTIES OR OPERATIONS OF, THE BORROWER
AND/OR ANY OF ITS SUBSIDIARIES.
THE RETURNS ACCURATELY REFLECT IN ALL MATERIAL
RESPECTS ALL LIABILITY FOR TAXES OF THE BORROWER AND ITS SUBSIDIARIES, AS
APPLICABLE, FOR THE PERIODS COVERED THEREBY.
EACH