RESERVE
SYSTEM.
IF REQUESTED BY AGENT, EACH CREDIT PARTY WILL FURNISH TO AGENT AND EACH
LENDER A STATEMENT TO THE FOREGOING EFFECT IN CONFORMITY WITH THE REQUIREMENTS
OF FR FORM G-3 OR FR FORM 0-1, AS APPLICABLE, REFERRED TO IN REGULATION U.
(B)
BORROWERS SHALL UTILIZE THE PROCEEDS OF THE LOANS SOLELY FOR THE
REFINANCING, AND FOR THE FINANCING OF BORROWERS' ORDINARY ONGOING WORKING
CAPITAL NEEDS, AND GENERAL CORPORATE PURPOSES AND EXPENSES RELATED TO THE LOANS
AND THE TRANSACTION CONTEMPLATED HEREUNDER. SCHEDULE 3.7 CONTAINS A DESCRIPTION
OF BORROWERS' SOURCES AND USES OF FUNDS AS OF THE CLOSING DATE, INCLUDING LOANS
AND LETTER OF CREDIT OBLIGATIONS TO BE MADE OR INCURRED ON THAT DATE, AND A
FUNDS FLOW MEMORANDUM.
(C)
NONE OF THE CREDIT PARTIES IS REQUIRED TO REGISTER AS (I) AN
"INVESTMENT COMPANY" AS DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE
INVESTMENT COMPANY ACT OF 1940 OR (II) A "HOLDING COMPANY" AS DEFINED IN, OR
SUBJECT TO REGULATION UNDER, THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935.
3.8.
BROKERS.
AS OF THE CLOSING DATE, NO BROKER OR FINDER ACTING ON
BEHALF OF ANY CREDIT PARTY OR ANY SUBSIDIARY THEREOF BROUGHT ABOUT THE
OBTAINING, MAKING OR CLOSING OF THE LOANS OR THE RELATED TRANSACTIONS, AND NO
CREDIT PARTY OR ANY SUBSIDIARY THEREOF HAS ANY OBLIGATION TO ANY PERSON IN
RESPECT OF ANY FINDER'S OR BROKERAGE FEES IN CONNECTION THEREWITH.
3.9.
COMPLIANCE WITH LAWS.
EACH CREDIT PARTY REPRESENTS AND WARRANTS
THAT IT (I) IS IN COMPLIANCE AND EACH OF ITS SUBSIDIARIES 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,
COVENANTS AND CONDITIONS CONTAINED IN ALL CONTRACTUAL OBLIGATIONS OTHER THAN
THOSE LAWS, RULES, REGULATIONS,
29
ORDERS AND PROVISIONS OF SUCH CONTRACTUAL OBLIGATIONS THE NONCOMPLIANCE WITH
WHICH WOULD NOT BE REASONABLY EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT, AND (II) MAINTAINS AND EACH OF ITS
SUBSIDIARIES MAINTAINS ALL LICENSES, QUALIFICATIONS AND PERMITS REFERRED TO
ABOVE.
EACH EUROPEAN BORROWER AND UK GUARANTOR IS IN COMPLIANCE, IN ALL
MATERIAL RESPECTS, TO THE EXTENT APPLICABLE, WITH THE PROVISIONS OF THE UK MONEY
LAUNDERING REGULATIONS 2003, THE PROCEEDS OF CRIME ACT 2002 AND THE TERRORISM
ACT 2000 (AS AMENDED BY THE ANTI-TERRORISM, CRIME AND CORRUPTION ACT 2001).
3.10.
INTELLECTUAL PROPERTY.
AS OF THE CLOSING DATE, EACH OF THE CREDIT
PARTIES AND ITS SUBSIDIARIES OWNS, IS LICENSED TO USE OR OTHERWISE HAS THE RIGHT
TO USE, ALL MATERIAL INTELLECTUAL PROPERTY USED IN OR NECESSARY FOR THE CONDUCT
OF ITS BUSINESS AS CURRENTLY CONDUCTED THAT IS MATERIAL TO THE CONDITION
(FINANCIAL OR OTHER), BUSINESS OR OPERATIONS OF SUCH CREDIT PARTY AND ITS
SUBSIDIARIES, IF ANY, AND ALL SUCH MATERIAL INTELLECTUAL PROPERTY IS IDENTIFIED
ON SCHEDULE 3.10.
AS OF THE CLOSING DATE, EXCEPT AS