OR CARRY ANY MARGIN STOCK OR
TO EXTEND CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK.
6.06
GOVERNMENTAL APPROVALS.
EXCEPT FOR FILINGS AND RECORDINGS IN CONNECTION
WITH THE SECURITY DOCUMENTS, NO ORDER, CONSENT, APPROVAL, LICENSE,
AUTHORIZATION, OR VALIDATION OF, OR FILING, RECORDING OR REGISTRATION WITH, OR
EXEMPTION BY, ANY FOREIGN OR DOMESTIC GOVERNMENTAL OR PUBLIC BODY OR AUTHORITY,
OR ANY SUBDIVISION THEREOF, IS REQUIRED TO AUTHORIZE OR IS REQUIRED IN
CONNECTION WITH (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF ANY CREDIT
DOCUMENT OR (II) THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF ANY
CREDIT DOCUMENT EXCEPT, IN ANY SUCH CASE, AS EXPRESSLY PROVIDED HEREIN OR IN THE
SECURITY DOCUMENTS.
6.07
INVESTMENT COMPANY ACT.
NO CREDIT PARTY IS AN "INVESTMENT COMPANY" OR A
COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY," WITHIN THE MEANING OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
39
6.08
PUBLIC UTILITY HOLDING COMPANY ACT.
NO CREDIT PARTY IS A "HOLDING
COMPANY," OR A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY," OR AN "AFFILIATE" OF
A "HOLDING COMPANY" OR OF A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY," WITHIN
THE MEANING OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED.
6.09
TRUE AND COMPLETE DISCLOSURE.
ALL FACTUAL INFORMATION OTHER THAN
PROJECTIONS AND PRO FORMA FINANCIAL INFORMATION (TAKEN AS A WHOLE) HERETOFORE OR
CONTEMPORANEOUSLY FURNISHED BY OR ON BEHALF OF THE CREDIT PARTIES IN WRITING TO
THE JOINT LEAD ARRANGERS, THE ADMINISTRATIVE AGENT OR THE LENDERS FOR PURPOSES
OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN
IS, AND ALL OTHER SUCH FACTUAL INFORMATION (TAKEN AS A WHOLE) HEREAFTER
FURNISHED BY OR ON BEHALF OF ANY CREDIT PARTY IN WRITING TO THE LENDERS
HEREUNDER WILL BE, TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON THE DATE AS OF
WHICH SUCH INFORMATION IS DATED OR CERTIFIED AND NOT INCOMPLETE BY OMITTING TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE SUCH INFORMATION (TAKEN AS A WHOLE)
NOT MISLEADING AT SUCH TIME IN ANY MATERIAL RESPECT IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH SUCH INFORMATION WAS PROVIDED; PROVIDED THAT THE
NON-DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION RELATING TO HOLDINGS AND ITS
SUBSIDIARIES (OR ANY OF THEIR RESPECTIVE SECURITIES) TO CERTAIN LENDERS THAT
HAVE REQUESTED OR ELECTED NOT TO RECEIVE SUCH INFORMATION SHALL NOT BE A
VIOLATION OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6.09.
THE PROJECTIONS AND PRO FORMA FINANCIAL INFORMATION CONTAINED IN SUCH MATERIALS
ARE BASED ON GOOD FAITH ESTIMATES AND ASSUMPTIONS BELIEVED BY HOLDINGS AND THE
BORROWER TO BE REASONABLE AT THE TIME MADE, IT BEING RECOGNIZED BY THE LENDERS
THAT SUCH PROJECTIONS AS TO FUTURE EVENTS ARE NOT TO BE VIEWED AS FACTS AND THAT
ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED BY ANY SUCH PROJECTIONS MAY
DIFFER FROM THE PROJECTED RESULTS.
6.10
FINANCIAL CONDITION; FINANCIAL STATEMENTS.
(A)
ON AND AS OF THE
RESTATEMENT EFFECTIVE DATE, ON A PRO FORMA BASIS AFTER GIVING EFFECT TO THE
TRANSACTION AND ALL INDEBTEDNESS INCURRED, AND TO BE INCURRED (INCLUDING,
WITHOUT LIMITATION, THE NEW