ET SEQ.), AS AMENDED BY TITLE III OF THE
PATRIOT ACT, INTERNATIONAL MONEY LAUNDERING ABATEMENT AND ANTI-TERRORISM
FINANCING ACT OF 2001.
(C)
FOREIGN CORRUPT PRACTICES ACT.
NO PART OF THE PROCEEDS OF THE
LOANS WILL BE USED, DIRECTLY OR INDIRECTLY, FOR ANY PAYMENTS TO ANY GOVERNMENTAL
OFFICIAL OR EMPLOYEE, POLITICAL PARTY, OFFICIAL OF A POLITICAL PARTY, CANDIDATE
FOR POLITICAL OFFICE, OR ANYONE ELSE ACTING IN AN OFFICIAL CAPACITY, IN ORDER TO
OBTAIN, RETAIN OR DIRECT BUSINESS OR OBTAIN ANY IMPROPER ADVANTAGE, IN VIOLATION
OF THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
5.19
PURCHASE DOCUMENTS.
(A)
BORROWER HAS FURNISHED TO AGENT TRUE, COMPLETE AND CORRECT COPIES
OF ALL MATERIAL PURCHASE DOCUMENTS.
THE PURCHASE DOCUMENTS HAVE NOT
SUBSEQUENTLY BEEN AMENDED, SUPPLEMENTED, OR MODIFIED (OTHER THAN (I) AMENDMENTS,
SUPPLEMENTS AND MODIFICATIONS, IF ANY, DELIVERED TO AGENT ON OR PRIOR TO THE
RESTATEMENT DATE AND CONSENTED TO OR APPROVED ON OR PRIOR TO THE RESTATEMENT
DATE BY AGENT OR (II) AS EXPRESSLY PERMITTED BY THIS AGREEMENT AFTER THE
RESTATEMENT DATE) AND CONSTITUTE THE COMPLETE UNDERSTANDING AMONG THE PARTIES
THERETO IN RESPECT OF THE MATTERS AND TRANSACTIONS COVERED THEREBY.
(B)
THE REQUIREMENTS OF ARTICLE VIII OF THE PURCHASE AGREEMENT HAVE
BEEN SATISFIED (OR WITH THE WRITTEN CONSENT OF AGENT, WAIVED) AS OF THE
RESTATEMENT DATE.
(C)
THE CONSUMMATION OF THE ACQUISITION DOES NOT AND WILL NOT VIOLATE
OR CONFLICT WITH ANY LAWS, RULES, REGULATIONS OR ORDERS OF ANY GOVERNMENTAL
AUTHORITY OR VIOLATE,
53
CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE A DEFAULT (WITH DUE NOTICE
OR LAPSE OF TIME OR BOTH) UNDER ANY LOAN DOCUMENT OR OTHER CONTRACTUAL
OBLIGATION OR ORGANIZATIONAL DOCUMENTS OF HOLDINGS OR ANY OF ITS SUBSIDIARIES
EXCEPT IF SUCH VIOLATIONS, CONFLICTS, BREACHES OR DEFAULTS HAVE NOT HAD AND
COULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT.
(D)
HOLDINGS AND EACH OF ITS SUBSIDIARIES HAS ALL REQUISITE
ORGANIZATIONAL POWER AND AUTHORITY TO ENTER INTO THE PURCHASE DOCUMENTS TO WHICH
IT IS A PARTY AND TO CARRY OUT THE ACQUISITION.
SECTION 6.
DEFAULT, RIGHTS AND REMEDIES
6.1
EVENT OF DEFAULT.
"Event of Default" shall mean the occurrence or existence of any one or more of
the following:
(A)
PAYMENT.
(1) FAILURE TO PAY ANY INSTALLMENT OR OTHER PAYMENT OF
PRINCIPAL OF ANY LOAN WHEN DUE, OR TO REPAY REVOLVING LOANS TO REDUCE THEIR
BALANCE TO THE MAXIMUM AMOUNT OF REVOLVING LOANS THEN PERMITTED TO BE
OUTSTANDING OR TO REIMBURSE ANY L/C ISSUER FOR ANY PAYMENT MADE BY SUCH L/C
ISSUER UNDER OR IN RESPECT OF ANY LETTER OF CREDIT WHEN DUE OR (2) FAILURE TO
PAY, WITHIN THREE (3) BUSINESS DAYS AFTER THE DUE DATE, ANY INTEREST ON ANY LOAN
OR ANY OTHER AMOUNT DUE UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
OR
(B)
DEFAULT IN OTHER AGREEMENTS.
(1) ANY CREDIT PARTY OR ANY OF ITS
SUBSIDIARIES FAILS TO PAY WHEN DUE OR WITHIN ANY APPLICABLE GRACE PERIOD ANY
PRINCIPAL OR INTEREST ON INDEBTEDNESS (OTHER