OTHERWISE KNOWINGLY ASSOCIATED WITH ANY SUCH PERSON IN ANY MANNER VIOLATIVE
OF SECTION 2, OR (III) IS NOT A PERSON ON THE LIST OF SPECIALLY DESIGNATED
NATIONALS AND BLOCKED PERSONS OR SUBJECT TO THE LIMITATIONS OR PROHIBITIONS
UNDER ANY OTHER U.S. DEPARTMENT OF TREASURY'S OFFICE OF FOREIGN ASSETS CONTROL
REGULATION OR EXECUTIVE ORDER.
SECTION 4.17.
PATRIOT ACT.
THE BORROWER IS IN COMPLIANCE, IN ALL
MATERIAL RESPECTS, WITH (I) THE TRADING WITH THE ENEMY ACT, AS AMENDED, AND EACH
OF THE FOREIGN ASSETS CONTROL REGULATIONS OF THE UNITED STATES TREASURY
DEPARTMENT (31 CFR, SUBTITLE B, CHAPTER V, AS AMENDED)
54
AND ANY OTHER ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO, AND (II)
THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO
INTERCEPT AND OBSTRUCT TERRORISM (USA PATRIOT ACT OF 2001).
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.
ARTICLE V
AFFIRMATIVE COVENANTS
Until the Termination Date, the Borrower covenants and agrees that:
SECTION 5.1.
FINANCIAL STATEMENTS AND OTHER INFORMATION.
THE
BORROWER WILL DELIVER TO THE ADMINISTRATIVE AGENT AND EACH LENDER:
(A)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 105 DAYS AFTER THE
END OF EACH FISCAL YEAR OF BORROWER, A COPY OF THE ANNUAL AUDITED FINANCIAL
STATEMENTS FOR SUCH FISCAL YEAR FOR THE BORROWER AND ITS SUBSIDIARIES,
CONTAINING A CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS
OF THE END OF SUCH FISCAL YEAR AND THE RELATED CONSOLIDATED STATEMENTS OF
INCOME, PARTNERS' EQUITY AND CASH FLOWS (TOGETHER WITH ALL FOOTNOTES THERETO) OF
THE BORROWER AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR, SETTING FORTH IN EACH
CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS FISCAL YEAR, ALL IN
REASONABLE DETAIL AND REPORTED ON BY KPMG LLP OR OTHER INDEPENDENT PUBLIC
ACCOUNTANTS OF NATIONALLY RECOGNIZED STANDING (WITHOUT A "GOING CONCERN" OR LIKE
QUALIFICATION, EXCEPTION OR EXPLANATION AND WITHOUT ANY QUALIFICATION OR
EXCEPTION AS TO SCOPE OF SUCH AUDIT) TO THE EFFECT THAT SUCH FINANCIAL
STATEMENTS PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION AND
THE RESULTS OF OPERATIONS OF THE BORROWER AND ITS SUBSIDIARIES FOR SUCH FISCAL
YEAR ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP AND THAT THE EXAMINATION BY
SUCH ACCOUNTANTS IN CONNECTION WITH SUCH CONSOLIDATED FINANCIAL STATEMENTS HAS
BEEN MADE IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS;
(B)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 45 DAYS AFTER THE END
OF EACH OF THE FIRST THREE FISCAL QUARTERS OF ANY FISCAL YEAR OF THE BORROWER,
AN UNAUDITED CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS
OF THE END OF SUCH FISCAL QUARTER AND THE RELATED UNAUDITED CONSOLIDATED AND
CONSOLIDATING STATEMENTS OF INCOME AND CASH FLOWS OF