REVOLVING
COLLATERAL AGENT AND (D) THE MORTGAGES, IF ANY, HAVE BEEN DULY RECORDED, THE
SECURITY INTERESTS GRANTED PURSUANT THERETO SHALL CONSTITUTE (TO THE EXTENT
DESCRIBED THEREIN) A PERFECTED SECURITY INTEREST IN, ALL RIGHT, TITLE AND
INTEREST OF EACH PLEDGOR OR MORTGAGOR (AS APPLICABLE) PARTY THERETO IN THE
COLLATERAL DESCRIBED THEREIN (EXCLUDING COMMERCIAL TORT CLAIMS, AS DEFINED IN
THE GUARANTEE AND COLLATERAL AGREEMENT, OTHER THAN SUCH COMMERCIAL TORT CLAIMS
SET FORTH ON SCHEDULE 7 THERETO (IF ANY)) WITH RESPECT TO SUCH PLEDGOR.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, CAPITALIZED TERMS THAT
ARE USED IN THIS SUBSECTION 4.14 AND NOT DEFINED IN THIS AGREEMENT ARE SO USED
AS DEFINED IN THE APPLICABLE SECURITY DOCUMENT.
4.15
INVESTMENT COMPANY ACT; OTHER REGULATIONS.
NONE OF THE BORROWERS
IS AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT.
NONE OF THE BORROWERS IS SUBJECT TO REGULATION UNDER ANY FEDERAL OR STATE
STATUTE OR REGULATION (OTHER THAN REGULATION X OF THE BOARD) WHICH LIMITS ITS
ABILITY TO INCUR INDEBTEDNESS AS CONTEMPLATED HEREBY.
4.16
SUBSIDIARIES.
SCHEDULE 4.16 SETS FORTH ALL THE SUBSIDIARIES OF THE
PARENT BORROWER AT THE CLOSING DATE (AFTER GIVING EFFECT TO THE TRANSACTIONS),
THE JURISDICTION OF THEIR ORGANIZATION AND THE DIRECT OR INDIRECT OWNERSHIP
INTEREST OF THE PARENT BORROWER THEREIN.
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4.17
PURPOSE OF LOANS.
THE PROCEEDS OF REVOLVING LOANS AND SWING LINE
LOANS SHALL BE USED BY THE BORROWERS TO FINANCE THE WORKING CAPITAL AND BUSINESS
REQUIREMENTS OF, AND FOR CAPITAL EXPENDITURES AND OTHER GENERAL CORPORATE
PURPOSES OF, PARENT BORROWER AND ITS SUBSIDIARIES; PROVIDED THAT REVOLVING LOANS
IN A PRINCIPAL AMOUNT OF NO MORE THAN THE DOLLAR EQUIVALENT OF $50.0 MILLION MAY
BE USED BY THE PARENT BORROWER ON THE CLOSING DATE (A) TO FINANCE, IN PART, THE
TRANSACTIONS AND (B) TO PAY CERTAIN TRANSACTION FEES AND EXPENSES RELATED TO THE
TRANSACTIONS.
4.18
ENVIRONMENTAL MATTERS.
OTHER THAN AS DISCLOSED ON SCHEDULE 4.18 OR
EXCEPTIONS TO ANY OF THE FOLLOWING THAT WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO GIVE RISE TO A MATERIAL ADVERSE EFFECT:
(a)
The Parent Borrower and its Restricted Subsidiaries:
(i) are, and
within the period of all applicable statutes of limitation have been, in
compliance with all applicable Environmental Laws; (ii) hold all Environmental
Permits (each of which is in full force and effect) required for any of their
current operations or for any property owned, leased, or otherwise operated by
any of them and reasonably expect to timely obtain without material expense all
such Environmental Permits required for planned operations; (iii) are, and
within the period of all applicable statutes of limitation have been, in
compliance with all of their Environmental Permits; and (iv) believe they will
be able to maintain compliance with Environmental Laws, including any reasonably
foreseeable future requirements thereto.
(b)
Materials of Environmental Concern have not been transported,
disposed of, emitted, discharged, or otherwise released or threatened to be
released, to or at any real property presently or formerly owned, leased or
operated by the Parent Borrower or any