TO EXECUTE, DELIVER AND CARRY OUT
THE TERMS AND PROVISIONS OF THE CREDIT DOCUMENTS TO WHICH IT IS A PARTY AND HAS
TAKEN ALL NECESSARY CORPORATE OR OTHER ORGANIZATIONAL ACTION TO AUTHORIZE THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE CREDIT DOCUMENTS TO WHICH IT IS A
PARTY. 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 IN ACCORDANCE WITH ITS
TERMS (PROVIDED, THAT, WITH RESPECT TO THE CREATION AND PERFECTION OF SECURITY
INTERESTS WITH RESPECT TO STOCK AND STOCK EQUIVALENTS OF FOREIGN SUBSIDIARIES,
ONLY TO THE EXTENT ENFORCEABILITY OF SUCH OBLIGATION WITH RESPECT TO WHICH STOCK
AND STOCK EQUIVALENTS OF FOREIGN SUBSIDIARIES IS GOVERNED BY THE UNIFORM
COMMERCIAL CODE), EXCEPT AS THE ENFORCEABILITY THEREOF MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND
SUBJECT TO GENERAL PRINCIPLES OF EQUITY.
87
8.3.
NO VIOLATION. NEITHER THE EXECUTION, DELIVERY OR PERFORMANCE BY
ANY CREDIT PARTY OF THE CREDIT DOCUMENTS TO WHICH IT IS A PARTY NOR COMPLIANCE
WITH THE TERMS AND PROVISIONS THEREOF NOR THE CONSUMMATION OF THE MERGER AND THE
OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WILL (A) CONTRAVENE ANY
APPLICABLE PROVISION OF ANY MATERIAL LAW, STATUTE, RULE, REGULATION, ORDER,
WRIT, INJUNCTION OR DECREE OF ANY COURT OR GOVERNMENTAL INSTRUMENTALITY, (B)
EXCEPT AS SET FORTH IN SCHEDULE 8.3, 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 SUCH CREDIT PARTY OR ANY OF THE
RESTRICTED SUBSIDIARIES (OTHER THAN LIENS CREATED UNDER THE CREDIT DOCUMENTS)
PURSUANT TO, THE TERMS OF ANY MATERIAL INDENTURE, LOAN AGREEMENT, LEASE
AGREEMENT, MORTGAGE, DEED OF TRUST, AGREEMENT OR OTHER MATERIAL INSTRUMENT TO
WHICH SUCH CREDIT PARTY OR ANY OF THE RESTRICTED SUBSIDIARIES IS A PARTY OR BY
WHICH IT OR ANY OF ITS PROPERTY OR ASSETS IS BOUND (ANY SUCH TERM, COVENANT,
CONDITION OR PROVISION, A "CONTRACTUAL REQUIREMENT") OTHER THAN ANY SUCH BREACH,
DEFAULT OR LIEN THAT COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT OR (C) VIOLATE ANY PROVISION OF THE CERTIFICATE OF INCORPORATION,
BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS OF SUCH CREDIT PARTY OR ANY OF THE
RESTRICTED SUBSIDIARIES.
8.4.
LITIGATION. EXCEPT AS SET FORTH ON SCHEDULE 8.4, THERE ARE NO
ACTIONS, SUITS OR PROCEEDINGS (INCLUDING ENVIRONMENTAL CLAIMS) PENDING OR, TO
THE KNOWLEDGE OF THE BORROWER, THREATENED WITH RESPECT TO THE BORROWER OR ANY OF
ITS SUBSIDIARIES THAT COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
8.5.
MARGIN REGULATIONS. NEITHER THE MAKING OF ANY LOAN HEREUNDER NOR
THE USE OF THE PROCEEDS THEREOF WILL VIOLATE THE PROVISIONS OF REGULATION T, U
OR X OF THE BOARD.
8.6.
GOVERNMENTAL APPROVALS. THE EXECUTION, DELIVERY AND PERFORMANCE OF
THE ACQUISITION AGREEMENT OR ANY CREDIT DOCUMENT DO