a release of any
toxic or hazardous waste or substance into the environment, which noncompliance
or remedial action could reasonably be expected to have a Material Adverse
Effect.
5.17
INVESTMENT COMPANY ACT
.
Neither the Borrower nor any Subsidiary is an "investment company" or a
company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940.
5.18
PUBLIC UTILITY HOLDING COMPANY ACT
.
The Borrower is a Subsidiary of an exempt "holding company", within the
meaning of the Public Utility Holding Company Act of 1935.
5.19
OFAC; PATRIOT ACT
.
(A)
NEITHER THE BORROWER OR ANY OF ITS SUBSIDIARIES IS A
SANCTIONED PERSON OR DOES BUSINESS IN A SANCTIONED COUNTRY OR WITH A SANCTIONED
PERSON IN VIOLATION OF THE ECONOMIC SANCTIONS OF THE UNITED STATES ADMINISTERED
BY OFAC.
(B)
EACH OF THE BORROWER AND ITS SUBSIDIARIES IS IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH THE PATRIOT ACT.
NO PART OF THE PROCEEDS OF THE
LOANS HEREUNDER WILL BE USED, DIRECTLY OR INDIRECTLY, FOR ANY PAYMENTS TO ANY
GOVERNMENTAL OFFICIAL OR EMPLOYEE, POLITICAL PARTY, OFFICIAL OF A POLITICAL
PARTY, CANDIDATE FOR POLITICAL OFFICE, OR ANYONE ELSE ACTING IN AN OFFICIAL
CAPACITY, IN ORDER TO OBTAIN, RETAIN OR DIRECT BUSINESS OR OBTAIN ANY IMPROPER
ADVANTAGE, IN VIOLATION OF THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT OF
1977, AS AMENDED.
ARTICLE 6
COVENANTS
During the term of this Agreement, unless the Required Lenders shall otherwise
consent in writing:
6.1
FINANCIAL REPORTING
.
The Borrower will maintain, for itself and each Subsidiary, a system of
accounting established and administered in accordance with the Agreement
Accounting Principles, and furnish to the Administrative Agent in sufficient
copies for each of the Lenders:
(I)
WITHIN 120 DAYS AFTER THE CLOSE OF EACH OF ITS FISCAL YEARS
(OR, IF EARLIER, WITHIN 30 DAYS AFTER THE BORROWER IS REQUIRED TO FILE ITS
ANNUAL REPORT ON 10K WITH THE SECURITIES AND EXCHANGE COMMISSION FOR SUCH FISCAL
YEAR), AN UNQUALIFIED (EXCEPT FOR QUALIFICATIONS RELATING TO CHANGES IN
AGREEMENT ACCOUNTING PRINCIPLES OR PRACTICES REFLECTING CHANGES IN AGREEMENT
ACCOUNTING PRINCIPLES AND REQUIRED OR APPROVED BY THE BORROWER'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS) AUDIT REPORT CERTIFIED BY INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS REASONABLY ACCEPTABLE TO THE LENDERS, PREPARED IN ACCORDANCE
WITH THE AGREEMENT ACCOUNTING PRINCIPLES ON A CONSOLIDATED AND CONSOLIDATING
BASIS (CONSOLIDATING STATEMENTS NEED NOT BE CERTIFIED BY SUCH ACCOUNTANTS) FOR
ITSELF AND ITS SUBSIDIARIES, INCLUDING BALANCE SHEETS AS OF THE END OF SUCH
PERIOD, RELATED PROFIT AND LOSS AND RECONCILIATION OF SURPLUS STATEMENTS, AND A
STATEMENT OF CASH FLOWS.
DELIVERY BY THE BORROWER TO THE ADMINISTRATIVE AGENT
OF COPIES OF THE PARENT'S ANNUAL REPORT TO SHAREHOLDERS AND ITS ANNUAL REPORT ON
FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ANY YEAR SHALL
SATISFY THE BORROWER'S OBLIGATION UNDER THIS CLAUSE (I) WITH RESPECT TO SUCH
YEAR.
(II)
WITHIN 60 DAYS AFTER THE CLOSE OF THE FIRST THREE QUARTERLY
PERIOD OF EACH OF ITS FISCAL YEARS (OR, IF EARLIER, WITHIN 15 DAYS AFTER THE
BORROWER IS REQUIRED TO FILE ITS