CORPORATE ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE
OF SUCH CREDIT DOCUMENTS.
EACH CREDIT PARTY HAS DULY EXECUTED AND DELIVERED
EACH CREDIT DOCUMENT TO WHICH IT IS A PARTY AND EACH SUCH CREDIT DOCUMENT
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH CREDIT PARTY
ENFORCEABLE AGAINST SUCH CREDIT PARTY IN ACCORDANCE WITH ITS TERMS, EXCEPT TO
THE EXTENT THAT ENFORCEABILITY THEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND
GENERAL PRINCIPLES OF EQUITY REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN A
PROCEEDING IN EQUITY OR AT LAW.
SECTION 4.03.
NO CONTRAVENTION OF LAWS, AGREEMENTS OR ORGANIZATIONAL
DOCUMENTS.
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE BY ANY CREDIT PARTY
OF THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS TO WHICH IT IS A PARTY NOR
COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF OR THEREOF, NOR THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, (I) WILL CONTRAVENE ANY
APPLICABLE PROVISION OF ANY LAW, STATUTE, RULE, REGULATION, ORDER, WRIT,
INJUNCTION OR DECREE OF ANY COURT OR GOVERNMENTAL INSTRUMENTALITY, (II) WILL
CONFLICT OR BE INCONSISTENT WITH OR RESULT IN ANY BREACH OF ANY OF THE TERMS,
COVENANTS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT
IN THE CREATION OR IMPOSITION OF (OR THE OBLIGATION TO CREATE OR IMPOSE) ANY
LIEN UPON ANY OF THE PROPERTY OR ASSETS OF ANY CREDIT PARTY OR ANY OF ITS
SUBSIDIARIES PURSUANT TO THE TERMS OF, ANY INDENTURE, MORTGAGE, DEED OF TRUST,
LOAN AGREEMENT, CREDIT AGREEMENT OR ANY OTHER MATERIAL INSTRUMENT TO WHICH SUCH
CREDIT PARTY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH IT OR ANY OF ITS
PROPERTY OR ASSETS ARE BOUND OR TO WHICH IT MAY BE SUBJECT OR (III) WILL VIOLATE
ANY PROVISION OF THE CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES.
SECTION 4.04.
LITIGATION AND CONTINGENT LIABILITIES.
THERE ARE NO ACTIONS,
SUITS OR PROCEEDINGS PENDING OR THREATENED IN WRITING INVOLVING THE PARENT
BORROWER OR ANY OF ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, WITH RESPECT
TO THIS AGREEMENT OR ANY OTHER CREDIT
77
DOCUMENT) THAT HAVE HAD, OR WOULD REASONABLY BE EXPECTED TO HAVE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
SECTION 4.05.
USE OF PROCEEDS; MARGIN REGULATIONS.
(A)
ALL PROCEEDS OF EACH
CREDIT EVENT SHALL BE UTILIZED FOR THE GENERAL CORPORATE AND WORKING CAPITAL
PURPOSES OF THE PARENT BORROWER AND ITS SUBSIDIARIES.
(B)
NEITHER THE MAKING OF ANY LOAN HEREUNDER, THE ISSUANCE OF ANY
LETTER OF CREDIT NOR THE USE OF THE PROCEEDS THEREOF, WILL VIOLATE OR BE
INCONSISTENT WITH THE PROVISIONS OF REGULATION T, U OR X AND NO PART OF THE
PROCEEDS OF ANY CREDIT EVENT WILL BE USED TO PURCHASE OR CARRY ANY MARGIN STOCK
OR TO EXTEND CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK.
SECTION 4.06.
APPROVALS.
ANY ORDER, CONSENT, APPROVAL, LICENSE, AUTHORIZATION,
OR VALIDATION OF, OR FILING, RECORDING OR REGISTRATION WITH, OR EXEMPTION BY,
ANY FOREIGN OR