AND OTHER REPORTS AS REQUIRED BY LAW, AND HAVE PAID ALL TAXES AND
OTHER SIMILAR CHARGES (INCLUDING EMPLOYMENT TAXES) THAT ARE DUE AND PAYABLE,
AFTER GIVING EFFECT TO ANY EXTENSIONS THEREFOR, EXCEPT (I) SUCH TAXES, IF ANY,
THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND HAVE BEEN
ADEQUATELY RESERVED AGAINST IN ACCORDANCE WITH GAAP OR (II) ANY SUCH RETURNS,
TAXES, OR CHARGES THE NONFILING OR NONPAYMENT OF WHICH COULD NOT BE REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NONE OF THE LOAN PARTIES HAS ANY
KNOWLEDGE OF ANY PROPOSED TAX ASSESSMENT AGAINST ANY OF THEM OR AGAINST ANY
SUBSIDIARIES OF THE BORROWER NOT CONSTITUTING LOAN PARTIES FOR WHICH ADEQUATE
PROVISION HAS NOT BEEN MADE ON ITS ACCOUNTS.
THE PROVISIONS FOR TAXES ON THE
BOOKS OF THE BORROWER AND EACH OF THE BORROWER'S
SUBSIDIARIES ARE ADEQUATE FOR
ALL OPEN YEARS, AND FOR ITS CURRENT FISCAL PERIOD.
39
(N)
FISCAL YEAR.
THE BORROWER AND EACH OF THE OTHER LOAN PARTIES HAS
ESTABLISHED A FISCAL YEAR ENDING ON DECEMBER 31 EACH YEAR.
(O)
GOVERNMENTAL REGULATION.
NONE OF THE LOAN PARTIES IS SUBJECT TO
REGULATION UNDER THE INTERSTATE COMMERCE ACT, THE INVESTMENT COMPANY ACT OF
1940, THE FEDERAL POWER ACT OR ANY OTHER APPLICABLE LAW THAT RESTRICTS SUCH LOAN
PARTY'S ABILITY TO INCUR DEBT, GUARANTY OBLIGATIONS OR GRANT LIENS, EXCEPT TO
THE EXTENT THAT SUCH REGULATION COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(P)
MARGIN REGULATIONS.
NONE OF THE BORROWER OR ANY OF THE BORROWER'S
SUBSIDIARIES IS ENGAGED, PRINCIPALLY OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN
THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF "PURCHASING" OR "CARRYING"
ANY "MARGIN STOCK" (AS EACH OF THE QUOTED TERMS IS DEFINED OR USED IN REGULATION
T, U OR X OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AS IN EFFECT
FROM TIME TO TIME).
NO PART OF THE PROCEEDS OF ANY OF THE LOANS AND NO LETTER
OF CREDIT HAS BEEN USED FOR SO PURCHASING OR CARRYING MARGIN STOCK OR FOR ANY
PURPOSE WHICH VIOLATES, OR WHICH WOULD BE INCONSISTENT WITH, THE PROVISIONS OF
REGULATION T, U OR X.
(Q)
OTHER LOAN DOCUMENTS.
THE REPRESENTATIONS AND WARRANTIES MADE BY
EACH LOAN PARTY CONTAINED IN EACH LOAN DOCUMENT ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS.
(R)
CORPORATE STRUCTURE; CAPITALIZATION; CITIZENSHIP.
AS OF THE
CLOSING DATE, A COMPLETE AND CORRECT DISCLOSURE OF EACH SUBSIDIARY OF THE
BORROWER IN EXISTENCE AS OF THE CLOSING DATE IS SET FORTH IN SCHEDULE 5.1(R)(I),
TOGETHER WITH THE NAMES, JURISDICTIONS OF ORGANIZATION, AND THE PERCENTAGE OF
SHARES OF SUCH PERSONS OWNED BY THE BORROWER AND EACH SUBSIDIARY OF THE BORROWER
AS OF THE CLOSING DATE.
AS OF THE CLOSING DATE, THE NAMES AND OWNERSHIP
PERCENTAGES (STATED BOTH ON AN OUTSTANDING AND FULLY-DILUTED BASIS) OF EACH
LEGAL, RECORD OWNER OF EACH CLASS OF THE ISSUED AND OUTSTANDING SHARES OF
CAPITAL STOCK OF EACH SUBSIDIARY OF THE BORROWER, AND OF ALL ISSUED AND
OUTSTANDING WARRANTS, OPTIONS, STOCK APPRECIATION RIGHTS AND OTHER CONVERTIBLE