BORROWER.
SECTION 6.5
LITIGATION, ETC.
(A)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING OR, TO, THE
KNOWLEDGE OF THE BORROWER, THREATENED WITH RESPECT TO THE BORROWER OR ANY OF ITS
SUBSIDIARIES (I) THAT HAVE, OR COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL
ADVERSE EFFECT EXCEPT AS SET FORTH ON SCHEDULE 6.5, OR (II) THAT QUESTION THE
VALIDITY OR ENFORCEABILITY OF ANY OF THE CREDIT DOCUMENTS, OR OF ANY ACTION TO
BE TAKEN BY ANY OF THE BORROWER PURSUANT TO ANY OF THE CREDIT DOCUMENTS.
(B)
NO ACTION, SUIT, PROCEEDING OR INVESTIGATION HAS BEEN INSTITUTED,
OR TO THE KNOWLEDGE OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, THREATENED, AND
NO RULE, REGULATION, ORDER, JUDGMENT OR DECREE HAS
BEEN ISSUED OR PROPOSED TO BE ISSUED BY ANY GOVERNMENTAL AUTHORITY THAT, SOLELY
AS A RESULT OF THE INCURRENCE OF INDEBTEDNESS OR THE ENTERING INTO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR
THEREBY, WOULD CAUSE OR DEEM THE ADMINISTRATIVE AGENT OR THE LENDERS OR ANY
AFFILIATE OF ANY OF THEM TO BE SUBJECT TO, OR NOT EXEMPTED FROM, REGULATION
UNDER THE FPA OR PUHCA.
SECTION 6.6
USE OF PROCEEDS; MARGIN REGULATIONS.
(A)
THE PROCEEDS OF ALL LOANS WILL BE UTILIZED TO PROVIDE WORKING
CAPITAL AND FUNDS FOR GENERAL CORPORATE AND OTHER LAWFUL PURPOSES NOT
INCONSISTENT WITH THE REQUIREMENTS OF THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, TO BACKSTOP THE ISSUANCE OF COMMERCIAL PAPER).
(B)
THE BORROWER IS NOT ENGAGED IN THE BUSINESS OF EXTENDING CREDIT
FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK.
AT NO TIME WOULD
MORE THAN 25% OF THE VALUE OF THE ASSETS OF THE BORROWER OR ITS CONSOLIDATED
SUBSIDIARIES THAT ARE SUBJECT TO ANY "ARRANGEMENT" (AS SUCH TERM IS USED IN
SECTION 221.2(G) OF SUCH REGULATION U) HEREUNDER BE REPRESENTED BY MARGIN STOCK.
SECTION 6.7
FINANCIAL STATEMENTS.
THE BORROWER HAS FURNISHED TO THE
LENDERS AND THE ADMINISTRATIVE AGENT COMPLETE AND CORRECT COPIES OF (A) THE
AUDITED CONSOLIDATED BALANCE SHEETS OF THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2004 AND THE RELATED
AUDITED CONSOLIDATED STATEMENTS OF INCOME, SHAREHOLDERS' EQUITY, AND CASH FLOWS
OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES FOR THE FISCAL YEARS THEN
ENDED, ACCOMPANIED BY THE REPORT THEREON OF KPMG LLP; AND (B) THE CONDENSED
CONSOLIDATED BALANCE SHEETS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS
OF MARCH 31, 2005, AND THE RELATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND OF CASH FLOWS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES FOR THE
FISCAL PERIOD THEN ENDED.
ALL SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED (EXCEPT AS STATED THEREIN), AND
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF THE ENTITIES
DESCRIBED IN SUCH FINANCIAL STATEMENTS AS OF THE RESPECTIVE DATES INDICATED AND
THE CONSOLIDATED RESULTS OF THEIR OPERATIONS AND CASH FLOWS FOR THE RESPECTIVE
PERIODS INDICATED, SUBJECT IN THE CASE OF ANY SUCH FINANCIAL STATEMENTS THAT ARE
UNAUDITED, TO NORMAL AUDIT ADJUSTMENTS, NONE OF WHICH SHALL BE MATERIAL.