3.13.
TAXES.
THE BORROWER AND EACH SUBSIDIARY HAVE FILED ALL UNITED
STATES FEDERAL TAX RETURNS AND ALL OTHER TAX RETURNS WHICH ARE REQUIRED TO BE
FILED AND HAVE PAID ALL TAXES DUE PURSUANT TO SAID RETURNS OR PURSUANT TO ANY
ASSESSMENT RECEIVED BY THE BORROWER OR ANY SUBSIDIARY, INCLUDING WITHOUT
LIMITATION ALL FEDERAL AND STATE WITHHOLDING TAXES AND ALL TAXES REQUIRED TO BE
PAID PURSUANT TO APPLICABLE LAW, EXCEPT SUCH TAXES, IF ANY, AS ARE BEING
CONTESTED IN GOOD FAITH AND AS TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF THE BORROWER AND THE
CONSOLIDATED SUBSIDIARIES IN RESPECT OF ANY TAXES OR OTHER GOVERNMENTAL CHARGES
ARE ADEQUATE.
42
SECTION 3.14.
ACCURACY OF INFORMATION.
AS OF THE DATE HEREOF, NO INFORMATION,
EXHIBIT OR REPORT, TAKEN AS A WHOLE, FURNISHED BY THE BORROWER OR ANY SUBSIDIARY
TO THE AGENT OR TO ANY LENDER IN CONNECTION WITH THE NEGOTIATION OF THE LOAN
DOCUMENTS CONTAINED ANY MATERIAL MISSTATEMENT OF FACT OR OMITTED TO STATE A
MATERIAL FACT OR ANY FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN NOT
MISLEADING; PROVIDED, THAT ALL FINANCIAL PROJECTIONS, IF ANY, THAT HAVE BEEN
PREPARED BY THE BORROWER AND MADE AVAILABLE TO THE AGENT, ANY LENDER OR ANY
POTENTIAL LENDER HAVE BEEN PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS
BELIEVED BY THE MANAGEMENT OF THE BORROWER TO BE REASONABLE AT THE TIME OF
PREPARATION (IT BEING UNDERSTOOD SUCH PROJECTIONS ARE SUBJECT TO SIGNIFICANT
UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE BORROWER'S
CONTROL, AND THAT NO ASSURANCE CAN BE GIVEN THAT THE PROJECTIONS WILL BE
REALIZED).
SECTION 3.15.
NO UNDISCLOSED DIVIDEND RESTRICTIONS.
EXCEPT AS SET FORTH IN
SCHEDULE 3.15 AND EXCEPT FOR LIMITATIONS ON THE PAYMENT OF DIVIDENDS UNDER
APPLICABLE LAW, NONE OF THE SUBSIDIARIES IS SUBJECT TO ANY AGREEMENT, AMENDMENT,
COVENANT OR UNDERSTANDING THAT DIRECTLY OR INDIRECTLY (THROUGH THE APPLICATION
OF FINANCIAL COVENANTS OR OTHERWISE) RESTRICTS THE ABILITY OF SUCH ENTITY TO
DECLARE OR PAY DIVIDENDS.
ARTICLE IV
CONDITIONS
The obligations of the Lenders to make Loans hereunder are subject to the
satisfaction of the following conditions under Sections 4.01 and 4.02:
SECTION 4.01.
ALL BORROWINGS.
ON THE DATE OF EACH BORROWING:
(A)
THE AGENT (OR IN THE CASE OF A SWINGLINE LOAN, THE SWINGLINE LENDER AND THE
AGENT) SHALL HAVE RECEIVED A NOTICE OF SUCH BORROWING AS REQUIRED BY
SECTION 2.03, 2.04 OR 2.05, AS APPLICABLE.
(B)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III HEREOF AND IN
SECTION 7 OF THE LLC GUARANTEE SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE OF, AND AFTER GIVING EFFECT TO, SUCH BORROWING
WITH THE SAME EFFECT AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT
SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE (IT
BEING UNDERSTOOD THAT THIS SECTION 4.01(B) SHALL NOT APPLY TO OR IN CONNECTION
WITH ANY INTEREST ELECTION REQUEST).
(C)
AT THE TIME OF AND IMMEDIATELY AFTER SUCH BORROWING, NO EVENT OF