OF (A) ALL CHARTER AND OTHER INCORPORATION OR
CONSTITUENT DOCUMENTS (TOGETHER WITH ANY AMENDMENTS THERETO) AND (B) BY-LAWS (OR
EQUIVALENT COMPANY DOCUMENTS) (TOGETHER WITH ANY AMENDMENTS THERETO).
5.20
DISCLOSURE.
NO REPRESENTATION OR WARRANTY MADE BY
THE BORROWERS IN THIS AGREEMENT OR IN ANY AGREEMENT, INSTRUMENT, DOCUMENT,
CERTIFICATE, STATEMENT OR LETTER FURNISHED TO THE LENDERS OR THE ADMINISTRATIVE
AGENT BY OR ON BEHALF OF OR AT THE REQUEST OF THE BORROWERS IN CONNECTION WITH
ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MISLEADING IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY ARE MADE.
5.21
GUARANTEES OF EXCLUDED SUBSIDIARIES.
EXCEPT AS
PERMITTED UNDER SECTION 7.03, NO BORROWER HAS GUARANTEED INDEBTEDNESS OR OTHER
FINANCIAL OBLIGATIONS OF ANY EXCLUDED SUBSIDIARY.
5.22
OBLIGATIONS CONSTITUTE SENIOR DEBT.
THE
OBLIGATIONS OF THE BORROWERS HEREUNDER ARE AND WILL CONTINUE TO BE "SENIOR DEBT"
AND "DESIGNATED SENIOR DEBT" UNDER AND AS DEFINED IN THE INDENTURE.
ARTICLE VI.
AFFIRMATIVE COVENANTS
The Borrowers covenant and agree that, so long as any Obligation or any Letter
of Credit is outstanding or the Lenders have any obligation to make Loans or the
L/C Issuer has any obligation to issue, extend or renew any Letters of Credit
hereunder, or the Lenders have any obligations to reimburse the L/C Issuer for
drawings honored under any Letter of Credit hereunder:
6.01
PUNCTUAL PAYMENT.
THE BORROWERS WILL DULY AND
PUNCTUALLY PAY OR CAUSE TO BE PAID THE PRINCIPAL AND INTEREST ON THE LOANS, ALL
REIMBURSEMENT OBLIGATIONS UNDER SECTION 2.03(C), AND ALL FEES AND OTHER AMOUNTS
PROVIDED FOR IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS FOR WHICH THEY ARE
LIABLE, ALL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND SUCH OTHER LOAN
DOCUMENTS.
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6.02
MAINTENANCE OF OFFICE.
THE BORROWERS WILL MAINTAIN
THEIR CHIEF EXECUTIVE OFFICES AT THE LOCATIONS SET FORTH ON THE PERFECTION
CERTIFICATES DELIVERED PURSUANT TO SECTION 4.01(A)(XI), OR AT SUCH OTHER PLACE
IN THE UNITED STATES OF AMERICA AS EACH BORROWER SHALL DESIGNATE UPON THIRTY
(30) DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT.
6.03
RECORDS AND ACCOUNTS.
EACH OF THE BORROWERS AND
THE NON-BORROWER SUBSIDIARIES WILL (A) KEEP TRUE AND ACCURATE RECORDS AND BOOKS
OF ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES WILL BE MADE IN ACCORDANCE
WITH GAAP AND WITH THE REQUIREMENTS OF ALL REGULATORY AUTHORITIES, (B) MAINTAIN
ADEQUATE ACCOUNTS AND RESERVES FOR ALL TAXES (INCLUDING INCOME TAXES),
DEPRECIATION, DEPLETION, OBSOLESCENCE AND AMORTIZATION OF ITS PROPERTIES, ALL
OTHER CONTINGENCIES, AND ALL OTHER PROPER RESERVES AND (C) AT ALL TIMES ENGAGE
THE ACCOUNTANTS AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE PARENT
AND ITS SUBSIDIARIES.
6.04
FINANCIAL STATEMENTS, CERTIFICATES AND
INFORMATION.
THE BORROWERS WILL DELIVER TO THE ADMINISTRATIVE AGENT AND EACH
OF THE LENDERS THE FOLLOWING:
(a)
as soon as practicable, but, in any event
not later than ninety (90) days after the end of each fiscal year of the
Borrowers, the consolidated balance