THEN EXISTS OR WOULD RESULT
FROM SUCH ASSET DISPOSITION; (C) INVESTMENTS MADE TO THE EXTENT PERMITTED BY
SECTION 3.3; (D) LEASES (AS LESSEE), LICENSES (AS LICENSEE), SUBLEASES (AS
SUBLESSEE) AND SUBLICENSES (AS SUBLICENSEE) IN THE ORDINARY COURSE OF BUSINESS;
(E) LIQUIDATIONS OF CASH EQUIVALENTS IN THE ORDINARY COURSE OF BUSINESS AND
CONSISTENT WITH PAST PRACTICES; AND (F) SALES OR DISCOUNTS, IN EACH CASE WITHOUT
RECOURSE AND IN THE ORDINARY COURSE OF BUSINESS, OF ACCOUNTS ARISING IN THE
ORDINARY COURSE OF BUSINESS (I) WHICH ARE OVERDUE, OR (II) WHICH BORROWER MAY
REASONABLY DETERMINE ARE DIFFICULT TO COLLECT, BUT IN EACH CASE ONLY IN
CONNECTION WITH THE COMPROMISE OR COLLECTION THEREOF CONSISTENT WITH CUSTOMARY
INDUSTRY PRACTICE (AND NOT AS PART OF ANY BULK SALE OR FINANCING OF
RECEIVABLES).
3.8
TRANSACTIONS WITH AFFILIATES.
HOLDINGS AND BORROWER SHALL NOT AND
SHALL NOT CAUSE OR PERMIT THE OTHER CREDIT PARTIES TO DIRECTLY OR INDIRECTLY
ENTER INTO OR PERMIT TO EXIST ANY TRANSACTION (INCLUDING THE PURCHASE, SALE,
LEASE OR EXCHANGE OF ANY PROPERTY OR THE RENDERING OF ANY MANAGEMENT,
CONSULTING, INVESTMENT BANKING, ADVISORY OR OTHER SIMILAR SERVICES) WITH ANY
35
AFFILIATE OR WITH ANY DIRECTOR, OFFICER OR EMPLOYEE OF ANY CREDIT PARTY, EXCEPT
(A) AS SET FORTH ON SCHEDULE 3.8, (B) TRANSACTIONS IN THE ORDINARY COURSE OF AND
PURSUANT TO THE REASONABLE REQUIREMENTS OF THE BUSINESS OF ANY SUCH CREDIT PARTY
OR ANY OF ITS SUBSIDIARIES AND UPON FAIR AND REASONABLE TERMS THAT ARE NO LESS
FAVORABLE TO ANY SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES THAN WOULD BE
OBTAINED IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON THAT IS NOT AN
AFFILIATE, (C) PAYMENT OF REASONABLE COMPENSATION TO OFFICERS AND EMPLOYEES FOR
SERVICES ACTUALLY RENDERED TO ANY SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES
(INCLUDING THE ISSUANCE OF HOLDINGS COMMON STOCK TO MANAGEMENT EMPLOYEES OF
BORROWER OR ITS SUBSIDIARIES), (D) PAYMENT OF DIRECTORS' FEES, (E) TRANSACTIONS
PERMITTED BY SECTIONS 3.3(H) AND 3.5, AND (F) TRANSACTIONS AMONG THE CREDIT
PARTIES EXPRESSLY PERMITTED BY THIS AGREEMENT.
3.9
COMPLIANCE WITH LAWS.
EACH CREDIT PARTY (I) IS IN COMPLIANCE WITH
THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY (INCLUDING, WITHOUT LIMITATION, EXECUTIVE ORDER NO. 13224
ON TERRORIST FINANCING, EFFECTIVE SEPTEMBER 24, 2001, AND THE UNITING AND
STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND
OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW 107-56) AND THE OBLIGATIONS,
CONDITIONS AND COVENANTS CONTAINED IN ALL CONTRACTUAL OBLIGATIONS OTHER THAN
THOSE LAWS, RULES, REGULATIONS, ORDERS AND PROVISIONS OF SUCH CONTRACTUAL
OBLIGATIONS THE NONCOMPLIANCE WITH WHICH COULD NOT BE REASONABLY EXPECTED TO
HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, AND
(II) MAINTAINS ALL LICENSES, QUALIFICATIONS AND PERMITS FOR WHICH THE LOSS,
SUSPENSION, REVOCATION OR FAILURE TO OBTAIN OR MAINTAIN COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
3.10
CONDUCT OF BUSINESS.
(A)
THE CREDIT PARTIES SHALL NOT AND SHALL NOT CAUSE OR PERMIT THEIR
SUBSIDIARIES TO DIRECTLY OR INDIRECTLY ENGAGE IN ANY BUSINESS OTHER THAN A
BUSINESS