PAYABLE, UNLESS AND TO THE
EXTENT ANY THEREOF ARE BEING ACTIVELY CONTESTED IN GOOD FAITH AND BY APPROPRIATE
PROCEEDINGS AND EACH BORROWER MAINTAINS REASONABLE RESERVES ON ITS BOOKS
THEREFOR AND EXCEPT WHERE THE FAILURE TO FILE OR PAY COULD NOT, IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THE
PROVISION FOR TAXES ON THE BOOKS OF EACH BORROWER AND ITS SUBSIDIARIES ARE
ADEQUATE FOR ALL YEARS NOT CLOSED BY APPLICABLE STATUTES, AND FOR ITS CURRENT
FISCAL YEAR.
5.19.
NO CHANGE.
SINCE DECEMBER 31, 2002, THERE HAS BEEN NO DEVELOPMENT
OR EVENT THAT HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
5.20.
ACCOUNTS.
EACH LENDER MAY RELY, IN DETERMINING WHICH ACCOUNTS ARE
ELIGIBLE BILLED ACCOUNT RECEIVABLES AND ELIGIBLE UNBILLED ACCOUNTS RECEIVABLES,
ON ALL STATEMENTS AND REPRESENTATIONS MADE BY EACH BORROWER WITH RESPECT TO ANY
ACCOUNT OR ACCOUNTS.
UNLESS OTHERWISE INDICATED IN WRITING TO THE
ADMINISTRATIVE AGENT, WITH RESPECT TO EACH ACCOUNT:
(I)
IT IS GENUINE AND IN ALL RESPECTS WHAT IT PURPORTS TO BE, AND IT
IS NOT EVIDENCED BY A JUDGMENT;
(II)
IT ARISES OUT OF A COMPLETED, BONA FIDE SALE AND DELIVERY OF
GOODS OR RENDITION OF SERVICES BY THE APPLICABLE BORROWER OR ITS SUBSIDIARIES IN
THE ORDINARY COURSE OF ITS BUSINESS AND IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF ALL PURCHASE ORDERS, CONTRACTS OR OTHER DOCUMENTS RELATING THERETO
AND FORMING A PART OF THE CONTRACT BETWEEN SUCH BORROWER OR SUCH SUBSIDIARY AND
THE CUSTOMER;
(III)
IT IS FOR A LIQUIDATED AMOUNT MATURING AS STATED IN THE DUPLICATE
INVOICE (OTHER THAN IN THE CASE OF ELIGIBLE UNBILLED ACCOUNTS RECEIVABLES)
COVERING SUCH SALE OR RENDITION OF SERVICES, A COPY OF WHICH HAS BEEN FURNISHED
OR IS AVAILABLE TO THE ADMINISTRATIVE AGENT;
(IV)
NO BORROWER OR SUBSIDIARY HAS MADE ANY AGREEMENT WITH THE CUSTOMER
THEREUNDER FOR ANY EXTENSION, COMPROMISE, SETTLEMENT OR MODIFICATION OF ANY SUCH
ACCOUNT OR ANY DEDUCTION THEREFROM, EXCEPT DISCOUNTS OR ALLOWANCES WHICH ARE
GRANTED BY SUCH BORROWER OR SUBSIDIARY IN THE ORDINARY COURSE OF ITS BUSINESS
FOR PROMPT PAYMENT AND WHICH ARE REFLECTED IN THE CALCULATION OF THE NET AMOUNT
OF EACH RESPECTIVE INVOICE RELATED THERETO AND ARE REFLECTED IN THE SCHEDULES OF
ACCOUNTS SUBMITTED TO THE ADMINISTRATIVE AGENT;
(V)
THERE ARE NO FACTS, EVENTS OR OCCURRENCES WHICH IN ANY WAY IMPAIR
THE VALIDITY OR ENFORCEABILITY OF ANY ACCOUNTS OR TEND TO REDUCE THE AMOUNT
PAYABLE THEREUNDER FROM THE FACE AMOUNT OF THE INVOICE AND STATEMENTS DELIVERED
TO THE ADMINISTRATIVE AGENT WITH RESPECT THERETO;
51
(VI)
TO EACH BORROWER'S KNOWLEDGE, THE CUSTOMER THEREUNDER (1) HAD THE
CAPACITY TO CONTRACT AT THE TIME ANY CONTRACT OR OTHER DOCUMENT GIVING RISE TO
THE ACCOUNT WAS EXECUTED AND (2) SUCH CUSTOMER IS SOLVENT; AND
(VII)
TO EACH BORROWER'S KNOWLEDGE, THERE ARE NO PROCEEDINGS OR ACTIONS
WHICH ARE THREATENED OR PENDING AGAINST ANY CUSTOMER THEREUNDER WHICH MIGHT
RESULT IN ANY MATERIAL ADVERSE CHANGE IN SUCH ACCOUNT CUSTOMER'S FINANCIAL
CONDITION OR THE COLLECTIBILITY OF SUCH ACCOUNT.
5.21.
ACCURACY OF INFORMATION, ETC.
NO