OBLIGATIONS
OR ANY CHARTER OR CORPORATE RESTRICTION OR ANY PROVISION OF ANY APPLICABLE
REQUIREMENT OF LAW THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.24
OFAC; ANTI-TERRORISM LAWS.
(A)
NO CREDIT PARTY OR ANY AFFILIATE OF ANY
CREDIT PARTY (I) IS A SANCTIONED PERSON, (II) HAS MORE THAN 15% OF ITS ASSETS IN
SANCTIONED COUNTRIES, OR (III) DERIVES MORE THAN 15% OF ITS OPERATING INCOME
FROM INVESTMENTS IN, OR TRANSACTIONS WITH, SANCTIONED PERSONS OR SANCTIONED
COUNTRIES.
NO PART OF THE PROCEEDS OF ANY LOAN HEREUNDER WILL BE USED DIRECTLY
OR INDIRECTLY TO FUND ANY OPERATIONS IN, FINANCE ANY INVESTMENTS OR ACTIVITIES
IN OR MAKE ANY PAYMENTS TO, A SANCTIONED PERSON OR A SANCTIONED COUNTRY.
(B)
NEITHER THE MAKING OF THE LOANS HEREUNDER
NOR THE USE OF THE PROCEEDS THEREOF WILL VIOLATE THE PATRIOT ACT, THE TRADING
WITH THE ENEMY ACT, AS AMENDED, OR ANY OF THE FOREIGN ASSETS CONTROL REGULATIONS
OF THE UNITED STATES TREASURY DEPARTMENT (31 CFR, SUBTITLE B, CHAPTER V, AS
AMENDED) OR ANY ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO.
THE
CREDIT PARTIES ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE PATRIOT ACT.
ARTICLE VI
AFFIRMATIVE COVENANTS
Each of the Parent and the Borrowers covenants and agrees that, until the
termination of the Commitments, the termination or expiration of all Letters of
Credit and the payment in full of
83
all principal and interest with respect to the Loans together with all other
amounts (including any Reimbursement Obligations) then due and owing hereunder:
6.1
FINANCIAL STATEMENTS.
THE BORROWERS WILL
DELIVER TO THE ADMINISTRATIVE AGENT AND TO EACH LENDER:
(A)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN FIFTY (50) DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS
OF EACH FISCAL YEAR, BEGINNING WITH THE SECOND FISCAL QUARTER OF FISCAL YEAR
2005, AN UNAUDITED CONSOLIDATED BALANCE SHEET OF THE PARENT AND ITS SUBSIDIARIES
AS OF THE END OF SUCH FISCAL QUARTER AND UNAUDITED CONSOLIDATED STATEMENTS OF
INCOME AND CASH FLOWS FOR THE PARENT AND ITS SUBSIDIARIES FOR THE FISCAL QUARTER
THEN ENDED AND FOR THAT PORTION OF THE FISCAL YEAR THEN ENDED, IN EACH CASE
SETTING FORTH COMPARATIVE CONSOLIDATED FIGURES AS OF THE END OF AND FOR THE
CORRESPONDING PERIOD IN THE PRECEDING FISCAL YEAR TOGETHER WITH COMPARATIVE
BUDGETED FIGURES FOR THE FISCAL YEAR THEN ENDED, ALL IN REASONABLE DETAIL AND
PREPARED IN ACCORDANCE WITH GAAP (SUBJECT TO THE ABSENCE OF NOTES REQUIRED BY
GAAP AND SUBJECT TO NORMAL YEAR-END ADJUSTMENTS) APPLIED ON A BASIS CONSISTENT
WITH THAT OF THE PRECEDING QUARTER OR CONTAINING DISCLOSURE OF THE EFFECT ON THE
FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF ANY CHANGE IN THE APPLICATION OF
ACCOUNTING PRINCIPLES AND PRACTICES DURING SUCH QUARTER; AND
(B)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN
100 DAYS AFTER THE END OF EACH FISCAL YEAR, BEGINNING WITH FISCAL YEAR 2005, AN
AUDITED CONSOLIDATED BALANCE SHEET OF THE PARENT AND ITS SUBSIDIARIES AS OF THE
END OF SUCH FISCAL