OF THEIR PROPERTY AS CURRENTLY CONDUCTED VIOLATE, ANY REQUIREMENTS OF
LAW (INCLUDING ANY ZONING OR BUILDING ORDINANCE, CODE OR APPROVAL OR ANY
BUILDING PERMITS) OR ANY RESTRICTIONS OF RECORD OR AGREEMENTS AFFECTING THE REAL
PROPERTY OR IS IN DEFAULT WITH RESPECT TO ANY JUDGMENT, WRIT, INJUNCTION, DECREE
OR ORDER OF ANY GOVERNMENTAL AUTHORITY, WHERE SUCH VIOLATION OR DEFAULT COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.08
AGREEMENTS.
(A)
NO COMPANY IS A PARTY TO ANY AGREEMENT OR
INSTRUMENT OR SUBJECT TO ANY CORPORATE OR OTHER CONSTITUTIONAL RESTRICTION THAT
HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(B)
NO COMPANY IS IN DEFAULT IN ANY MANNER UNDER
ANY PROVISION OF ANY INDENTURE OR OTHER AGREEMENT OR INSTRUMENT EVIDENCING
INDEBTEDNESS, OR ANY OTHER AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR BY
WHICH IT OR ANY OF ITS PROPERTY ARE OR MAY BE BOUND, WHERE SUCH DEFAULT COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(C)
SCHEDULE 3.08(C) ACCURATELY AND COMPLETELY
LISTS ALL MATERIAL AGREEMENTS (OTHER THAN LEASES OF REAL PROPERTY SET FORTH ON
SCHEDULE 3.05(B)) TO WHICH ANY COMPANY IS A PARTY WHICH ARE IN EFFECT ON THE
DATE HEREOF IN CONNECTION WITH THE OPERATION OF THE BUSINESS CONDUCTED THEREBY
AND BORROWERS HAVE DELIVERED TO THE ADMINISTRATIVE AGENT COMPLETE AND CORRECT
COPIES OF ALL SUCH MATERIAL AGREEMENTS, INCLUDING ANY AMENDMENTS, SUPPLEMENTS OR
MODIFICATIONS WITH RESPECT THERETO.
SECTION 3.09
FEDERAL RESERVE REGULATIONS.
(A)
NO COMPANY IS ENGAGED
PRINCIPALLY, OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING
CREDIT FOR THE PURPOSE OF BUYING OR CARRYING MARGIN STOCK.
(B)
NO PART OF THE PROCEEDS OF ANY LOAN WILL BE
USED, WHETHER DIRECTLY OR INDIRECTLY, AND WHETHER IMMEDIATELY, INCIDENTALLY OR
ULTIMATELY, FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF, OR THAT IS INCONSISTENT
WITH, THE PROVISIONS OF THE REGULATIONS OF THE BOARD, INCLUDING REGULATION T, U
OR X.
THE PLEDGE OF THE SECURITY AGREEMENT COLLATERAL PURSUANT TO THE SECURITY
AGREEMENT DOES NOT VIOLATE SUCH REGULATIONS.
SECTION 3.10
INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT.
NO
COMPANY IS (A) AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT
47
COMPANY," AS DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED, OR (B) A "HOLDING COMPANY," AN "AFFILIATE" OF A
"HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY," AS DEFINED
IN, OR SUBJECT TO REGULATION UNDER, THE PUBLIC UTILITY HOLDING COMPANY ACT OF
1935, AS AMENDED.
SECTION 3.11
USE OF PROCEEDS.
ON THE CLOSING DATE, BORROWERS WILL USE THE
PROCEEDS OF THE TERM LOANS TO FINANCE A PORTION OF THE ACQUISITION CONSIDERATION
AND THE REFINANCING AND TO PAY RELATED FEES, COMMISSIONS AND EXPENSES IN
CONNECTION THEREWITH.
SECTION 3.12
TAXES.
EACH COMPANY HAS (A) TIMELY FILED OR CAUSED TO BE TIMELY
FILED ALL FEDERAL TAX RETURNS AND ALL MATERIAL, STATE, LOCAL AND FOREIGN TAX
RETURNS OR MATERIALS REQUIRED TO HAVE BEEN FILED BY IT AND ALL SUCH