TAXES, MATERIAL
COMMITMENTS AND LONG‐TERM LEASES.
(B)
AS OF THE EFFECTIVE
DATE, SINCE SEPTEMBER 27, 2003, WITH RESPECT TO THE BORROWER AND ITS
SUBSIDIARIES, THERE HAS BEEN NO MATERIAL ADVERSE EFFECT AND NO DEVELOPMENT WHICH
HAS ANY REASONABLE LIKELIHOOD OF HAVING A MATERIAL ADVERSE EFFECT.
(C)
THE BORROWER IS, AND THE
BORROWER AND ITS SUBSIDIARIES ARE, ON A CONSOLIDATED BASIS, SOLVENT.
SECTION 4.06.
LITIGATION.
AS
OF THE EFFECTIVE DATE, THERE ARE NO ACTIONS, SUITS, PROCEEDINGS, CLAIMS OR
DISPUTES PENDING, OR TO THE BEST KNOWLEDGE OF THE BORROWER, THREATENED, AGAINST
THE BORROWER OR ANY OF ITS SUBSIDIARIES BEFORE ANY COURT OR OTHER GOVERNMENTAL
AUTHORITY OR ANY ARBITRATOR THAT HAVE A REASONABLE LIKELIHOOD OF HAVING A
MATERIAL ADVERSE EFFECT.
ALL PENDING ACTIONS OR PROCEEDINGS AFFECTING THE
BORROWER OR ANY OF ITS SUBSIDIARIES AS OF THE DATE HEREOF AND INVOLVING CLAIMS
IN EXCESS OF $10,000,000 ARE DESCRIBED IN SCHEDULE 4.06.
93
SECTION 4.07.
SUBSIDIARIES.
(A)
A COMPLETE AND CORRECT LIST OF ALL SUBSIDIARIES OF THE BORROWER AFTER
GIVING EFFECT TO THE TRANSACTIONS TO OCCUR ON THE EFFECTIVE DATE, SHOWING, AS TO
EACH SUBSIDIARY, THE CORRECT NAME THEREOF, THE JURISDICTION OF ITS INCORPORATION
AND THE PERCENTAGE OF SHARES OF EACH CLASS OUTSTANDING OWNED BY THE BORROWER AND
EACH OTHER SUBSIDIARY OF THE BORROWER IS SET FORTH IN SCHEDULE 4.07(A).
(B)
ALL OF THE OUTSTANDING
SHARES OF EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE 4.07(A) HAVE BEEN VALIDLY
ISSUED, ARE FULLY PAID AND NON‐ASSESSABLE AND ARE OWNED BY THE BORROWER OR
ANOTHER SUBSIDIARY OF THE BORROWER, FREE AND CLEAR OF ANY LIEN.
(C)
THE BORROWER HAS NO
OBLIGATION TO CAPITALIZE ANY OF ITS SUBSIDIARIES.
(D)
A COMPLETE AND CORRECT
LIST OF ALL JOINT VENTURES IN WHICH THE BORROWER OR ANY OF ITS SUBSIDIARIES IS A
PARTNER IS SET FORTH IN SCHEDULE 4.07(D).
SECTION 4.08.
LIENS.
THERE ARE
NO LIENS OF ANY NATURE WHATSOEVER ON ANY PROPERTIES OF THE BORROWER OR ANY OF
ITS SUBSIDIARIES OTHER THAN PERMITTED LIENS.
SECTION 4.09.
NO DEFAULTS.
(A)
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES IS IN DEFAULT UNDER OR
WITH RESPECT TO ANY CONTRACTUAL OBLIGATION IN ANY RESPECT WHICH, INDIVIDUALLY OR
TOGETHER WITH ALL SUCH DEFAULTS, HAS A REASONABLE LIKELIHOOD OF HAVING A
MATERIAL ADVERSE EFFECT.
> >
(B)
NO DEFAULT OR EVENT OF DEFAULT EXISTS OR WOULD
> > RESULT FROM THE INCURRING OF ANY OBLIGATIONS BY THE BORROWER OR ANY OF ITS
> > SUBSIDIARIES.
SECTION 4.10.
INVESTMENT
COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT.
NEITHER THE BORROWER NOR ANY
OF ITS SUBSIDIARIES IS AN "INVESTMENT COMPANY" OR AN "AFFILIATED PERSON" OF, OR
"PROMOTER" OR "PRINCIPAL UNDERWRITER" FOR, AN "INVESTMENT COMPANY", AS SUCH
TERMS ARE DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
THE MAKING
OF THE LOANS BY THE LENDERS, THE ISSUANCE OF LETTERS OF CREDIT AND THE
APPLICATION OF THE PROCEEDS AND REPAYMENT THEREOF BY THE BORROWER AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS WILL NOT
VIOLATE ANY PROVISION OF SUCH ACT OR ANY RULE, REGULATION OR