GOVERNMENTAL REGULATION APPLICABLE TO IT WHICH IS REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT.
3.12.
ELIGIBLE ACCOUNTS.
THE ELIGIBLE ACCOUNTS INCLUDED THE CALCULATION
OF MINIMUM WORKING CAPITAL ARE BONA FIDE EXISTING PAYMENT OBLIGATIONS OF ACCOUNT
DEBTORS CREATED BY THE SALE OR LEASE AND DELIVERY OF INVENTORY OR THE RENDITION
OF SERVICES TO SUCH ACCOUNT DEBTORS IN THE ORDINARY COURSE OF BORROWER'S AND/OR
ITS SUBSIDIARIES' BUSINESS, OWED TO BORROWER AND/OR SUCH SUBSIDIARIES WITHOUT
DEFENSES, DISPUTES, OFFSETS, COUNTERCLAIMS, OR RIGHTS OF RETURN OR CANCELLATION
(OTHER THAN NORMAL RETURN POLICIES) KNOWN TO THE BORROWER OR SUCH SUBSIDIARY.
AS TO EACH ACCOUNT THAT IS IDENTIFIED BY BORROWER AS AN ELIGIBLE ACCOUNT IN A
COMPLIANCE CERTIFICATE SUBMITTED TO AGENT, SUCH ACCOUNT IS NOT EXCLUDED AS
INELIGIBLE BY VIRTUE OF ONE OR MORE OF THE EXCLUDING CRITERIA SET FORTH IN THE
DEFINITION OF ELIGIBLE ACCOUNTS.
3.13.
ELIGIBLE INVENTORY.
ALL ELIGIBLE INVENTORY INCLUDED IN THE
CALCULATION OF MINIMUM WORKING CAPITAL IS OF GOOD AND MERCHANTABLE QUALITY.
AS
TO EACH ITEM OF INVENTORY THAT IS IDENTIFIED BY BORROWER AS ELIGIBLE INVENTORY
IN A COMPLIANCE CERTIFICATE SUBMITTED TO AGENT, SUCH INVENTORY IS LOCATED AT ONE
OF THE LOCATIONS SET FORTH ON SCHEDULE 3.13 OR AT SUCH OTHER LOCATION IDENTIFIED
IN WRITING BY BORROWER TO AGENT, OR IS IN TRANSIT FROM ONE SUCH LOCATION TO
ANOTHER SUCH LOCATION AND IS NOT OTHERWISE EXCLUDED AS INELIGIBLE BY VIRTUE OF
ONE OR MORE OF THE EXCLUDING CRITERIA SET FORTH IN THE DEFINITION OF ELIGIBLE
INVENTORY.
3.14.
GOVERNMENTAL AND OTHER THIRD PARTY CONSENTS.
EXCEPT FOR SUCH
FILINGS OR NOTICES WHICH HAVE ALREADY BEEN MADE OR ARE BEING MADE ON OR PRIOR TO
THE CLOSING DATE, NONE OF THE BORROWER OR ANY SUBSIDIARY WHICH IS A PARTY TO ANY
OF THE LOAN DOCUMENTS IS REQUIRED TO OBTAIN ANY ORDER, CONSENT, APPROVAL OR
AUTHORIZATION OF (COLLECTIVELY, THE "CONSENTS"), OR REQUIRED TO MAKE ANY
DECLARATION OR FILING WITH, ANY GOVERNMENTAL UNIT OR OTHER REGULATORY AGENCY OR
AUTHORITY (OTHER THAN THE SEC) IN CONNECTION WITH (A) THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND THE ISSUANCE AND DELIVERY OF THE NOTES PURSUANT HERETO,
(B) THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS, (C) THE EXERCISE BY THE
AGENT OF ANY RIGHTS AND REMEDIES FOLLOWING AN EVENT OF DEFAULT (OTHER THAN THE
FILING OF UCC FINANCING STATEMENTS) OR (D) FOR THE PURPOSE OF MAINTAINING IN
FULL FORCE AND EFFECT EACH OF THE LICENSES AND ENABLING THE BORROWER TO OPERATE
THEREUNDER.
TO THE BORROWER'S KNOWLEDGE, NO APPEAL, RECONSIDERATION, OR
REHEARING OR OTHER REVIEW OF ANY CONSENT HAS BEEN TAKEN OR INSTITUTED.
3.15.
REGULATION U, ETC.
NEITHER THE BORROWER NOR ANY SUBSIDIARY OWNS OR
HAS ANY PRESENT INTENTION OF ACQUIRING ANY MARGIN STOCK WITHIN THE MEANING OF
REGULATION U (12 CFR PART 221) OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM (HEREIN CALLED "MARGIN
15
STOCK").
NONE OF THE PROCEEDS OF THE LOANS WILL BE USED, DIRECTLY OR
INDIRECTLY, BY THE BORROWER OR ANY SUBSIDIARY FOR THE PURPOSE OF PURCHASING OR
CARRYING, OR FOR THE PURPOSE