EVIDENCING
INDEBTEDNESS, OR ANY OTHER AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR BY
WHICH IT OR ANY OF ITS PROPERTY IS OR MAY BE BOUND, WHERE SUCH DEFAULT COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, AND NO CONDITION
EXISTS WHICH, WITH THE GIVING OF NOTICE OR THE LAPSE OF TIME OR BOTH, WOULD
CONSTITUTE SUCH A DEFAULT. SCHEDULE 3.09 ACCURATELY AND COMPLETELY LISTS ALL
AGREEMENTS THAT ARE MATERIAL TO BORROWER AND ITS SUBSIDIARIES TAKEN AS A WHOLE
(OTHER THAN LEASES OF REAL PROPERTY SET FORTH ON SCHEDULE 8(A) OR 8(B) TO THE
PERFECTION CERTIFICATE DATED THE CLOSING DATE AND DOCUMENTS RELATED TO THE
EXISTING NOTES) TO WHICH ANY COMPANY IS A PARTY WHICH ARE IN EFFECT ON THE
CLOSING DATE IN CONNECTION WITH THE OPERATION OF THE BUSINESS CONDUCTED THEREBY
AND AS OF THE CLOSING DATE, BORROWER HAS DELIVERED TO THE ADMINISTRATIVE AGENT
COMPLETE AND CORRECT COPIES OF ALL SUCH MATERIAL AGREEMENTS, INCLUDING ANY
AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS WITH RESPECT THERETO, AND ALL SUCH
AGREEMENTS ARE IN FULL FORCE AND EFFECT.
SECTION 3.10
FEDERAL RESERVE REGULATIONS. 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. NO PART OF THE
PROCEEDS OF ANY LOAN OR ANY LETTER OF CREDIT 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
SECURITIES COLLATERAL PURSUANT TO THE SECURITY AGREEMENT DOES NOT VIOLATE SUCH
REGULATIONS.
SECTION 3.11
INVESTMENT COMPANY ACT. NO COMPANY IS AN "INVESTMENT
COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY," AS DEFINED IN, OR
SUBJECT TO REGULATION UNDER, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
SECTION 3.12
USE OF PROCEEDS. BORROWER WILL USE THE PROCEEDS OF
(A) THE INITIAL TRANCHE B LOANS AND THE NET CASH PROCEEDS FROM THE SENIOR NOTES
TO FINANCE THE TRANSACTIONS AND THE ADDITIONAL TRANSACTIONS AND PAY RELATED
PREMIUMS, FEES AND EXPENSES, (B) THE REVOLVING LOANS AND SWINGLINE LOANS AFTER
THE CLOSING DATE FOR GENERAL CORPORATE PURPOSES (INCLUDING WORKING CAPITAL,
CAPITAL EXPENDITURES, INVESTMENTS AND TO EFFECT PERMITTED ACQUISITIONS) AND
(C) THE DELAYED DRAW TRANCHE B LOANS TO MAKE EXPANSION CAPITAL EXPENDITURES.
SECTION 3.13
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
TAX RETURNS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AND (B) DULY AND
TIMELY PAID, COLLECTED OR REMITTED OR CAUSED TO BE DULY AND TIMELY PAID,
COLLECTED OR REMITTED ALL TAXES (WHETHER OR NOT SHOWN ON ANY TAX RETURN) DUE AND
PAYABLE, COLLECTIBLE OR REMITTABLE BY IT AND ALL ASSESSMENTS RECEIVED BY IT,
EXCEPT TAXES (I) THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE