(B) IT IS UNDERSTOOD AND AGREED THAT UNCERTAINTY IS INHERENT IN ANY FORECASTS OR
PROJECTIONS AND NO ASSURANCES CAN BE GIVEN BY THE COMPANY OF THE FUTURE
ACHIEVEMENT OF SUCH PERFORMANCE.
SECTION 3.11.
USE OF CREDIT.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS
OF EXTENDING CREDIT FOR THE PURPOSE, WHETHER IMMEDIATE, INCIDENTAL OR ULTIMATE,
OF BUYING OR CARRYING MARGIN STOCK, AND NO PART OF THE PROCEEDS OF ANY EXTENSION
OF CREDIT HEREUNDER WILL BE USED TO BUY OR CARRY ANY MARGIN STOCK.
Credit Agreement
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SECTION 3.12.
REPRESENTATIONS AND WARRANTIES OF CERTAIN SUBSIDIARY OBLIGORS.
IN THE CASE OF EACH SUBSIDIARY OBLIGOR THAT IS A FOREIGN SUBSIDIARY: (A)
NO
AUTHORIZATIONS, APPROVALS OR CONSENTS OF, AND NO FILINGS OR REGISTRATIONS WITH,
ANY GOVERNMENTAL AUTHORITY ARE NECESSARY FOR THE EXECUTION, DELIVERY OR
PERFORMANCE BY SUCH SUBSIDIARY OBLIGOR OF THE DESIGNATION LETTER TO WHICH IT IS
A PARTY (IF APPLICABLE), THIS AGREEMENT OR ANY LOAN DOCUMENTS OR FOR THE
VALIDITY OR ENFORCEABILITY OF ANY THEREOF OR FOR THE BORROWINGS (IF ANY) BY OR
OTHER EXTENSIONS OF CREDIT TO SUCH SUBSIDIARY OBLIGORS HEREUNDER; (B) TO ENSURE
THE LEGALITY, VALIDITY, ENFORCEABILITY OR ADMISSIBILITY IN EVIDENCE OF THIS
AGREEMENT AGAINST SUCH SUBSIDIARY OBLIGOR, IT IS NOT NECESSARY THAT THIS
AGREEMENT OR ANY OTHER DOCUMENT BE FILED OR RECORDED WITH ANY GOVERNMENTAL
AUTHORITY OR THAT ANY STAMP OR SIMILAR TAX BE PAID ON OR IN RESPECT OF THIS
AGREEMENT, OR ANY OTHER DOCUMENT OTHER THAN SUCH FILINGS AND RECORDATIONS THAT
HAVE ALREADY BEEN MADE AND SUCH STAMP OR SIMILAR TAXES THAT HAVE ALREADY BEEN
PAID; (C) EACH OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH
SUBSIDIARY OBLIGOR IS A PARTY IS IN PROPER LEGAL FORM UNDER THE LAW OF THE
JURISDICTION OF ORGANIZATION OF EACH SUBSIDIARY OBLIGOR FOR THE ENFORCEMENT
THEREOF AGAINST EACH SUBSIDIARY OBLIGOR, AND ALL FORMALITIES REQUIRED IN THE
JURISDICTION OF ORGANIZATION OF SUCH SUBSIDIARY OBLIGOR FOR THE VALIDITY AND
ENFORCEABILITY OF THIS AGREEMENT AND SUCH OTHER LOANS DOCUMENTS (INCLUDING ANY
NECESSARY REGISTRATION, RECORDING OR FILING WITH ANY COURT OR OTHER AUTHORITY IN
SUCH JURISDICTION) HAVE BEEN ACCOMPLISHED, AND NO INDEMNIFIED TAXES OR OTHER
TAXES ARE REQUIRED TO BE PAID TO SUCH JURISDICTION, OR ANY POLITICAL SUBDIVISION
THEREOF OR THEREIN, AND NO NOTARIZATION IS REQUIRED, FOR THE VALIDITY AND
ENFORCEABILITY THEREOF; (D) SUCH SUBSIDIARY OBLIGOR IS SUBJECT TO ADMINISTRATIVE
CIVIL AND COMMERCIAL LAW WITH RESPECT TO ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS, AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS BY
SUCH SUBSIDIARY OBLIGOR CONSTITUTE PRIVATE AND COMMERCIAL ACTS RATHER THAN
PUBLIC OR GOVERNMENTAL ACTS (TO THE EXTENT THAT THESE CONCEPTS ARE APPLICABLE
UNDER THE LAW OF ITS JURISDICTION OF ORGANIZATION); AND (E) UNDER THE LAWS OF
THE JURISDICTION IN WHICH SUCH SUBSIDIARY OBLIGOR IS LOCATED, SUCH SUBSIDIARY
OBLIGOR IS NOT ENTITLED TO IMMUNITY ON THE GROUND OF SOVEREIGNTY OR THE LIKE
FROM THE JURISDICTION OF ANY COURT OR FROM ANY ACTION, SUIT OR