EACH OF ITS
SUBSIDIARIES, HEREBY AGREES, TO THE EXTENT PERMITTED BY LAW, TO WAIVE, AND
FURTHER AGREES TO CAUSE EACH OF THEIR SUBSIDIARIES TO
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WAIVE, ITS RIGHT OF RECOVERY, IF ANY, AGAINST THE ADMINISTRATIVE AGENT, THE
LENDERS, ANY ISSUING BANK AND THEIR AGENTS AND EMPLOYEES; AND
(II)
THE DESIGNATION OF ANY FORM, TYPE OR AMOUNT OF INSURANCE COVERAGE BY
THE ADMINISTRATIVE AGENT UNDER THIS SECTION 5.02 SHALL IN NO EVENT BE DEEMED A
REPRESENTATION, WARRANTY OR ADVICE BY THE ADMINISTRATIVE AGENT OR THE LENDERS
THAT SUCH INSURANCE IS ADEQUATE FOR THE PURPOSES OF THE BUSINESS OF HOLDINGS,
THE BORROWERS AND THE SUBSIDIARIES OR THE PROTECTION OF THEIR PROPERTIES.
SECTION 5.03. TAXES
.
Pay and discharge promptly when due all material Taxes, imposed upon it or
upon its income or profits or in respect of its property, before the same shall
become delinquent or in default, as well as all lawful claims which, if unpaid,
might give rise to a Lien upon such properties or any part thereof; provided,
however, that such payment and discharge shall not be required with respect to
any such Tax or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings, and Holdings, the Company or
the affected Subsidiary, as applicable, shall have set aside on its books
reserves in accordance with GAAP with respect thereto.
SECTION 5.04. FINANCIAL STATEMENTS, REPORTS, ETC.
Furnish to the Administrative Agent (which will promptly furnish such
information to the Lenders):
(A)
WITHIN 90 DAYS (OR, IF APPLICABLE, SUCH SHORTER PERIOD AS THE SEC
SHALL SPECIFY FOR THE FILING OF ANNUAL REPORTS ON FORM 10-K) AFTER THE END OF
EACH FISCAL YEAR, A CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF
OPERATIONS, CASH FLOWS AND OWNERS' EQUITY SHOWING THE FINANCIAL POSITION OF THE
COMPANY AND ITS SUBSIDIARIES AS OF THE CLOSE OF SUCH FISCAL YEAR AND THE
CONSOLIDATED RESULTS OF ITS OPERATIONS DURING SUCH YEAR AND, BEGINNING WITH THE
FINANCIALS DELIVERED PURSUANT TO THIS CLAUSE (A) IN RESPECT OF THE 2008 FISCAL
YEAR, SETTING FORTH IN COMPARATIVE FORM THE CORRESPONDING FIGURES FOR THE PRIOR
FISCAL YEAR, WHICH CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF
OPERATIONS, CASH FLOWS AND OWNERS' EQUITY SHALL BE AUDITED BY INDEPENDENT PUBLIC
ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING AND ACCOMPANIED BY AN OPINION OF
SUCH ACCOUNTANTS (WHICH OPINION SHALL NOT BE QUALIFIED AS TO SCOPE OF AUDIT OR
AS TO THE STATUS OF THE COMPANY OR ANY MATERIAL SUBSIDIARY AS A GOING CONCERN)
TO THE EFFECT THAT SUCH CONSOLIDATED FINANCIAL STATEMENTS FAIRLY PRESENT, IN ALL
MATERIAL RESPECTS, THE FINANCIAL POSITION AND RESULTS OF OPERATIONS OF THE
COMPANY AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP (IT
BEING UNDERSTOOD THAT THE DELIVERY BY THE COMPANY OF ANNUAL REPORTS ON FORM 10-K
OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES SHALL SATISFY THE REQUIREMENTS
OF THIS SECTION 5.04(A) TO THE EXTENT SUCH ANNUAL REPORTS INCLUDE THE
INFORMATION SPECIFIED HEREIN);
(B)
WITHIN 45 DAYS (OR, IF APPLICABLE, SUCH SHORTER PERIOD