PARTY NOR COMPLIANCE WITH
THE TERMS AND PROVISIONS THEREOF, (I) WILL CONTRAVENE ANY APPLICABLE PROVISION
OF ANY MATERIAL LAW, STATUTE, RULE, REGULATION, ORDER, WRIT, INJUNCTION OR
DECREE OF ANY COURT OR GOVERNMENTAL INSTRUMENTALITY, (II) WILL CONFLICT WITH OR
RESULT IN ANY BREACH OF, ANY OF THE TERMS, COVENANTS, CONDITIONS OR PROVISIONS
OF, OR CONSTITUTE A DEFAULT UNDER, OR (OTHER THAN PURSUANT TO THE SECURITY
DOCUMENTS) RESULT IN THE CREATION OR IMPOSITION OF (OR THE OBLIGATION TO CREATE
OR IMPOSE) ANY LIEN UPON ANY OF THE PROPERTY OR ASSETS OF HOLDINGS OR ANY OF ITS
SUBSIDIARIES PURSUANT TO THE TERMS OF ANY INDENTURE, MORTGAGE, DEED OF TRUST OR
OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH HOLDINGS OR ANY OF ITS
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SUBSIDIARIES IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTY OR ASSETS ARE
BOUND OR TO WHICH IT MAY BE SUBJECT OR (III) WILL VIOLATE ANY PROVISION OF THE
ORGANIZATIONAL DOCUMENTS (INCLUDING BY-LAWS) OF HOLDINGS OR ANY OF ITS
SUBSIDIARIES.
6.04
LITIGATION.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING OR, TO
THE BEST OF ITS KNOWLEDGE, THREATENED WITH RESPECT TO HOLDINGS OR ANY OF ITS
SUBSIDIARIES (I) THAT HAVE, OR THAT COULD REASONABLY BE EXPECTED TO HAVE, A
MATERIAL ADVERSE EFFECT OR (II) THAT HAVE, OR THAT COULD REASONABLY BE EXPECTED
TO HAVE, A MATERIAL ADVERSE EFFECT ON (A) THE RIGHTS OR REMEDIES OF THE LENDERS
OR ON THE ABILITY OF THE CREDIT PARTIES TAKEN AS A WHOLE TO PERFORM THEIR
OBLIGATIONS UNDER THE OTHER CREDIT DOCUMENTS OR (B) THE CONSUMMATION OF THE
TRANSACTION ON THE RESTATEMENT EFFECTIVE DATE.
6.05
USE OF PROCEEDS; MARGIN REGULATIONS.
(A)
THE PROCEEDS OF ALL NEW TERM
LOANS INCURRED ON THE RESTATEMENT EFFECTIVE DATE SHALL BE UTILIZED (I) TO
FINANCE THE ACQUISITION AND (II) TO PAY CERTAIN FEES AND EXPENSES RELATING TO
THE TRANSACTION; PROVIDED THAT PROCEEDS FROM NEW TERM LOANS IN EXCESS OF
$312,000,000 SHALL BE UTILIZED TO REPAY OUTSTANDING EXISTING TERM LOANS OF
EXISTING LENDERS THAT ARE NOT CONSENTING TERM LENDERS.
(B)
THE PROCEEDS OF ALL REVOLVING LOANS AND ALL
SWINGLINE LOANS MAY BE USED ON AND AFTER THE RESTATEMENT EFFECTIVE DATE FOR
POST-CLOSING PURCHASE PRICE ADJUSTMENTS IN RESPECT OF THE ACQUISITION PURSUANT
TO THE TERMS OF THE ACQUISITION AGREEMENT, CAPITAL EXPENDITURES, GENERAL
CORPORATE AND WORKING CAPITAL PURPOSES, INCLUDING, WITHOUT LIMITATION, FOR
MAKING INVESTMENTS AND CONSUMMATING PERMITTED ACQUISITIONS PERMITTED HEREUNDER,
PROVIDED THAT UP TO, BUT NO MORE THAN, $5,000,000 OF REVOLVING LOANS MAY BE
UTILIZED ON THE RESTATEMENT EFFECTIVE DATE TO EFFECT THE TRANSACTION AND TO PAY
ANY FEES AND EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTION.
(C)
ALL PROCEEDS OF INCREMENTAL TERM LOANS
SHALL BE USED SOLELY TO FINANCE PERMITTED ACQUISITIONS AND PAY FEES AND EXPENSES
RELATED THERETO.
(D)
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 OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND NO PART OF
THE PROCEEDS OF ANY LOAN WILL BE USED TO PURCHASE