WHICH LIMITS THE
AMOUNT OF, OR OTHERWISE IMPOSES RESTRICTIONS ON THE INCURRING OF, DEBT OF THE
COMPANY OR SUCH SUBSIDIARY, EXCEPT AS SPECIFICALLY INDICATED IN SCHEDULE 6.1(P).
(Q)
LITIGATION; OBSERVANCE OF AGREEMENTS;
STATUTES AND ORDERS. (I) EXCEPT FOR THE FLSA LITIGATION, THERE ARE NO ACTIONS,
SUITS, INVESTIGATIONS OR PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY OR ANY SUBSIDIARY OR ANY
PROPERTY OF THE COMPANY OR ANY SUBSIDIARY IN ANY COURT OR BEFORE ANY ARBITRATOR
OF ANY KIND OR BEFORE OR BY ANY GOVERNMENTAL AUTHORITY THAT, INDIVIDUALLY OR IN
THE AGGREGATE, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(II) THE FLSA LITIGATION, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY
BE EXPECTED TO HAVE A LIMITED MATERIAL ADVERSE EFFECT AND (III) NEITHER THE
COMPANY NOR ANY SUBSIDIARY IS IN DEFAULT UNDER ANY TERM OF ANY AGREEMENT OR
INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND, OR ANY ORDER,
JUDGMENT, DECREE OR RULING OF ANY COURT, ARBITRATOR OF GOVERNMENTAL AUTHORITY OR
IS IN VIOLATION OF ANY APPLICABLE LAW, ORDINANCE, RULE OR REGULATION (INCLUDING
WITHOUT LIMITATION ENVIRONMENTAL LAWS OR OFAC) OF ANY GOVERNMENTAL AUTHORITY, IN
EACH CASE, WHICH DEFAULT OR VIOLATION, INDIVIDUALLY OR IN THE AGGREGATE, WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(R)
OFAC.
NONE OF THE COMPANY, ANY
SUBSIDIARY THEREOF OR ANY AFFILIATE OF THE COMPANY OR ANY SUBSIDIARY GUARANTOR:
(I) IS A SANCTIONED PERSON, (II) HAS MORE THAN 10% OF ITS ASSETS IN SANCTIONED
ENTITIES, OR (III) DERIVES MORE THAN 10% OF ITS OPERATING INCOME FROM
INVESTMENTS IN, OR TRANSACTIONS WITH, SANCTIONED PERSONS OR SANCTIONED
ENTITIES.
THE PROCEEDS OF ANY LOAN WILL NOT BE USED AND HAVE NOT BEEN USED TO
FUND ANY OPERATIONS IN, FINANCE ANY INVESTMENTS OR ACTIVITIES IN, OR MAKE ANY
PAYMENTS TO, A SANCTIONED PERSON OR A SANCTIONED ENTITY.
(S)
DISCLOSURE.
AS OF THE CLOSING DATE, THE
COMPANY OR ITS SUBSIDIARIES HAVE DISCLOSED TO THE ADMINISTRATIVE AGENT AND THE
LENDERS ALL AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH
THE COMPANY OR ANY OF ITS SUBSIDIARIES ARE SUBJECT, AND ALL OTHER MATTERS KNOWN
TO IT, THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
NO FINANCIAL STATEMENT, MATERIAL REPORT,
MATERIAL CERTIFICATE OR OTHER MATERIAL INFORMATION FURNISHED (WHETHER IN WRITING
OR ORALLY), TAKEN TOGETHER AS A WHOLE, BY OR ON BEHALF OF ANY OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES TO THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THE NEGOTIATION OF THIS AGREEMENT
OR DELIVERED HEREUNDER (AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO
FURNISHED) CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR OMITS TO STATE ANY
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED THAT, WITH
RESPECT TO PROJECTED FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION,
ESTIMATED FINANCIAL INFORMATION AND OTHER PROJECTED OR ESTIMATED INFORMATION,
SUCH INFORMATION WAS