IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THIS AGREEMENT OR THE ISSUANCE OR DELIVERY OF THE REVOLVING NOTE OR OTHER LOAN
DOCUMENTS OTHER THAN FILINGS IN CONNECTION WITH THE PERFECTION OF SECURITY
INTERESTS GRANTED HEREUNDER.
5.08
TAXES.
ALL TAX RETURNS REQUIRED TO BE FILED BY
BORROWERS, OR ANY OF THEM, IN ANY JURISDICTION HAVE IN FACT BEEN FILED, AND ALL
TAXES, ASSESSMENTS, FEES AND OTHER GOVERNMENTAL CHARGES UPON BORROWERS, OR ANY
OF THEM, OR UPON ANY OF THEIR RESPECTIVE PROPERTY, INCOME OR FRANCHISES, WHICH
ARE SHOWN TO BE DUE AND PAYABLE ON SUCH RETURNS HAVE BEEN PAID, EXCEPT FOR THOSE
TAXES BEING CONTESTED IN GOOD FAITH WITH DUE DILIGENCE BY APPROPRIATE
PROCEEDINGS AND FOR WHICH APPROPRIATE RESERVES HAVE BEEN MAINTAINED UNDER GAAP.
NO BORROWER IS AWARE OF ANY PROPOSED ADDITIONAL TAX ASSESSMENT OR TAX TO BE
ASSESSED AGAINST OR APPLICABLE TO ANY BORROWER THAT COULD REASONABLY BE EXPECTED
TO CAUSE A MATERIAL ADVERSE EFFECT.
5.09
FINANCIAL STATEMENTS.
(A)
BORROWERS' ANNUAL AUDITED CONSOLIDATED
BALANCE SHEET AS OF DECEMBER 31, 2007, ACCOMPANIED BY REPORTS THEREON FROM
BORROWERS' INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, AND THE UNAUDITED QUARTERLY
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2008 AND THE RELATED INCOME
STATEMENTS AND STATEMENTS OF CASH FLOWS AS OF SUCH DATES (COMPLETE COPIES OF
WHICH HAVE BEEN DELIVERED TO LENDER), HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP
AND PRESENT FAIRLY, ACCURATELY AND COMPLETELY IN ALL MATERIAL RESPECTS THE
FINANCIAL POSITION OF BORROWERS AS OF SUCH DATES AND THE RESULTS OF THEIR
OPERATIONS FOR SUCH PERIODS (SUBJECT, IN THE CASE OF UNAUDITED FINANCIAL
STATEMENTS, TO NORMAL, YEAR-END ADJUSTMENTS).
(B)
SINCE THE DATE OF THE LAST ANNUAL AUDITED
CONSOLIDATED BALANCE SHEET, ACCOMPANIED BY REPORTS THEREON FROM BORROWERS'
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AND RELATED INCOME STATEMENTS AND
STATEMENTS OF CASH FLOWS, THERE HAS BEEN NO EVENT OR CIRCUMSTANCE THAT HAS HAD
OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
THE FISCAL YEAR FOR EACH BORROWER CURRENTLY
ENDS ON THE DATE SET FORTH ON SCHEDULE 2.07 HERETO.
EACH BORROWER'S FEDERAL TAX
IDENTIFICATION NUMBER AND ORGANIZATION NUMBER ARE AS SET FORTH ON SCHEDULE 2.08
HERETO.
5.10
FULL DISCLOSURE.
NEITHER THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 5.09 HEREOF, NOR THIS AGREEMENT OR RELATED AGREEMENTS AND
DOCUMENTS OR ANY WRITTEN STATEMENT FURNISHED BY ANY BORROWER TO LENDER IN
CONNECTION WITH THE NEGOTIATION OF THE CREDIT FACILITY, PURSUANT TO THE TERMS
HEREOF OR OTHERWISE, AND CONTAINED IN ANY FINANCIAL STATEMENTS OR DOCUMENTS
RELATING TO ANY BORROWER CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT
A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN OR HEREIN NOT
MISLEADING.
5.11
GUARANTEES, CONTRACTS, ETC.
(A)
NO BORROWER OWNS NOR HOLDS PARTNERSHIP
INTERESTS OR EQUITY OR LONG TERM DEBT INVESTMENTS IN, HAS ANY OUTSTANDING
ADVANCES TO, OR SERVES AS GUARANTOR, SURETY OR ACCOMMODATION MAKER FOR THE
OBLIGATIONS OF, OR HAS ANY OUTSTANDING BORROWINGS FROM, ANY PERSON EXCEPT AS
DESCRIBED IN SCHEDULE 2.09 HERETO.
(B)
NO BORROWER IS A PARTY TO ANY CONTRACT OR
AGREEMENT, OR SUBJECT TO ANY CHARTER