ITS CONSOLIDATED SUBSIDIARIES,
CONSIDERED AS A WHOLE.
SECTION 4.08.
TAXES.
THE BORROWER AND ITS SUBSIDIARIES HAVE FILED ALL UNITED
STATES FEDERAL INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX RETURNS WHICH ARE
REQUIRED TO BE FILED BY THEM AND HAVE PAID ALL TAXES DUE PURSUANT TO SUCH
RETURNS OR PURSUANT TO ANY ASSESSMENT RECEIVED BY THE BORROWER OR ANY SUBSIDIARY
EXCEPT SUCH TAXES AND CHARGES AS MAY BE CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF THE BORROWER
AND ITS SUBSIDIARIES IN RESPECT OF TAXES OR OTHER GOVERNMENTAL CHARGES ARE, IN
THE OPINION OF THE BORROWER, ADEQUATE.
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SECTION 4.09.
SUBSIDIARIES.
EACH OF THE BORROWER'S CORPORATE SUBSIDIARIES IS A
CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF ITS JURISDICTION OF INCORPORATION, AND HAS ALL CORPORATE POWERS AND ALL
MATERIAL GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS REQUIRED
TO CARRY ON ITS BUSINESS AS NOW CONDUCTED EXCEPT WHERE FAILURE TO HAVE SUCH
POWERS, LICENSES, AUTHORIZATIONS, CONSENTS OR APPROVALS COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
MATERIAL SUBSIDIARIES IN EXISTENCE
AS OF THE EFFECTIVE DATE ARE LISTED ON SCHEDULE 4.09 HERETO.
SECTION 4.10.
NO REGULATORY RESTRICTIONS ON BORROWING.
THE BORROWER IS NOT AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED, A "HOLDING COMPANY" WITHIN THE MEANING OF THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935, AS AMENDED, OR OTHERWISE SUBJECT TO ANY REGULATORY SCHEME
WHICH RESTRICTS ITS ABILITY TO INCUR DEBT.
SECTION 4.11.
FULL DISCLOSURE.
ALL INFORMATION HERETOFORE FURNISHED BY THE
BORROWER TO THE ADMINISTRATIVE AGENT OR BANK FOR PURPOSES OF OR IN CONNECTION
WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY IS, AND ALL SUCH
INFORMATION HEREAFTER FURNISHED BY THE BORROWER TO THE ADMINISTRATIVE AGENT OR
BANK WILL BE, TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON THE DATE AS OF WHICH
SUCH INFORMATION IS STATED OR CERTIFIED.
THE BORROWER HAS DISCLOSED TO THE
BANKS IN WRITING ANY AND ALL FACTS WHICH, IN THE REASONABLE JUDGMENT OF THE
BORROWER, MATERIALLY AND ADVERSELY AFFECT OR MAY AFFECT (TO THE EXTENT THE
BORROWER CAN NOW REASONABLY FORESEE), THE BUSINESS, OPERATIONS OR FINANCIAL
CONDITION OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES, TAKEN AS A WHOLE,
OR THE ABILITY OF THE BORROWER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
ARTICLE 5
COVENANTS
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full and all Letters of Credit shall have expired or terminated and all
LC Disbursements shall have been reimbursed, the Borrower covenants and agrees
with the Banks that:
SECTION 5.01.
INFORMATION.
THE BORROWER WILL FURNISH TO EACH OF THE BANKS:
(A)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN 90 DAYS AFTER THE END OF EACH FISCAL YEAR OF THE BORROWER, A CONSOLIDATED
BALANCE SHEET OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE END OF
SUCH FISCAL YEAR AND