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 ON 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 LOAN PARTY OR ANY OF THE
RESTRICTED SUBSIDIARIES (OTHER THAN LIENS CREATED UNDER THE SENIOR SECURED
CREDIT AGREEMENT AND THE DOCUMENTS RELATED THERETO) PURSUANT TO, THE TERMS OF
ANY MATERIAL INDENTURE, LOAN AGREEMENT, LEASE AGREEMENT, MORTGAGE, DEED OF
TRUST, AGREEMENT OR OTHER MATERIAL INSTRUMENT TO WHICH SUCH LOAN 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 LOAN PARTY OR ANY OF THE RESTRICTED SUBSIDIARIES.
69
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 LOAN DOCUMENT DO NOT REQUIRE ANY CONSENT OR
APPROVAL OF, REGISTRATION OR FILING WITH, OR OTHER ACTION BY, ANY GOVERNMENTAL
AUTHORITY, EXCEPT FOR (I) SUCH AS HAVE BEEN OBTAINED OR MADE AND ARE IN FULL
FORCE AND EFFECT AND (II) SUCH LICENSES, APPROVALS, AUTHORIZATIONS OR CONSENTS
THE FAILURE OF WHICH TO OBTAIN COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
8.7.
INVESTMENT COMPANY ACT.
THE BORROWER IS NOT AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
8.8.
TRUE AND COMPLETE DISCLOSURE.
(A)
NONE OF THE WRITTEN FACTUAL INFORMATION AND WRITTEN DATA (TAKEN AS A
WHOLE) HERETOFORE OR CONTEMPORANEOUSLY FURNISHED BY OR ON BEHALF OF THE
BORROWER, ANY OF THE SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AUTHORIZED
REPRESENTATIVES TO THE ADMINISTRATIVE AGENT, ANY JOINT LEAD ARRANGER AND
BOOKRUNNER AND/OR ANY LENDER ON OR BEFORE THE CLOSING DATE (INCLUDING ALL SUCH
INFORMATION AND DATA CONTAINED IN THE LOAN DOCUMENTS) FOR PURPOSES OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN