VALIDATION OF, OR FILING, RECORDING OR REGISTRATION WITH, OR EXEMPTION BY,
ANY GOVERNMENTAL OR PUBLIC BODY OR AUTHORITY, OR ANY SUBDIVISION THEREOF, IS
REQUIRED TO AUTHORIZE, OR IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY
AND PERFORMANCE OF, OR THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY
OF, ANY OF THE LOAN DOCUMENTS OTHER THAN THE FILING OF A COPY OF THIS AGREEMENT.
5.4
FINANCIAL STATEMENTS; MATERIAL ADVERSE EFFECT.
ALL CONSOLIDATED
FINANCIAL STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES HERETOFORE OR
HEREAFTER DELIVERED TO THE LENDERS WERE PREPARED IN ACCORDANCE WITH GAAP IN
EFFECT ON THE PREPARATION DATE OF SUCH STATEMENTS AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL CONDITION AND OPERATIONS OF THE
BORROWER AND ITS SUBSIDIARIES AT SUCH DATE AND THE CONSOLIDATED RESULTS OF THEIR
OPERATIONS FOR THE PERIOD THEN ENDED, SUBJECT, IN THE CASE OF INTERIM FINANCIAL
STATEMENTS, TO NORMAL AND CUSTOMARY YEAR-END ADJUSTMENTS.
FROM THE PREPARATION
DATE OF THE MOST RECENT FINANCIAL STATEMENTS DELIVERED TO THE LENDERS THROUGH
THE AGREEMENT EXECUTION DATE, THERE WAS NO CHANGE IN THE BUSINESS, PROPERTIES,
OR CONDITION (FINANCIAL OR OTHERWISE) OF THE BORROWER AND ITS SUBSIDIARIES WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.5
TAXES.
THE BORROWER AND ITS SUBSIDIARIES 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 OF ITS SUBSIDIARIES EXCEPT SUCH
TAXES, IF ANY, AS ARE BEING CONTESTED IN GOOD FAITH AND AS TO WHICH ADEQUATE
RESERVES HAVE BEEN PROVIDED.
NO TAX LIENS HAVE BEEN FILED AND NO CLAIMS ARE
BEING ASSERTED WITH RESPECT TO SUCH TAXES.
THE CHARGES, ACCRUALS AND RESERVES
ON THE BOOKS OF THE BORROWER AND ITS SUBSIDIARIES IN RESPECT OF ANY TAXES OR
OTHER GOVERNMENTAL CHARGES ARE ADEQUATE.
5.6
LITIGATION AND GUARANTEE OBLIGATIONS.
EXCEPT AS SET FORTH ON
SCHEDULE 3 HERETO OR AS SET FORTH IN WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT
FROM TIME TO TIME, THERE IS NO LITIGATION, ARBITRATION, GOVERNMENTAL
INVESTIGATION, PROCEEDING OR INQUIRY PENDING OR, TO THE KNOWLEDGE OF ANY OF
THEIR OFFICERS, THREATENED AGAINST OR AFFECTING THE BORROWER OR ANY OF ITS
SUBSIDIARIES WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
THE BORROWER HAS NO MATERIAL CONTINGENT OBLIGATIONS NOT PROVIDED FOR OR
DISCLOSED IN THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.1 OR AS SET FORTH
IN WRITTEN NOTICES TO THE ADMINISTRATIVE AGENT GIVEN FROM TIME TO TIME AFTER THE
AGREEMENT EXECUTION DATE ON OR ABOUT THE DATE SUCH MATERIAL CONTINGENT
OBLIGATIONS ARE INCURRED.
5.7
SUBSIDIARIES;
INVESTMENT AFFILIATES.
SCHEDULE 1 HERETO CONTAINS, AN ACCURATE LIST OF ALL
SUBSIDIARIES OF THE BORROWER, SETTING FORTH THEIR RESPECTIVE JURISDICTIONS OF
INCORPORATION OR FORMATION AND THE PERCENTAGE OF THEIR RESPECTIVE CAPITAL STOCK
OR PARTNERSHIP OR MEMBERSHIP INTEREST
37
OWNED BY THE BORROWER OR OTHER SUBSIDIARIES.
ALL OF THE ISSUED AND OUTSTANDING
SHARES OF CAPITAL STOCK OF SUCH SUBSIDIARIES THAT ARE CORPORATIONS HAVE BEEN
DULY