A LISTING OF ALL OF BORROWERS' AND THEIR SUBSIDIARIES' DEPOSIT ACCOUNTS
AND SECURITIES ACCOUNTS,
26
INCLUDING, WITH RESPECT TO EACH BANK OR SECURITIES INTERMEDIARY (A) THE NAME AND
ADDRESS OF SUCH PERSON, AND (B) THE ACCOUNT NUMBERS OF THE DEPOSIT ACCOUNTS OR
SECURITIES ACCOUNTS MAINTAINED WITH SUCH PERSON. SUBJECT TO SECTION 6.12, EACH
OF THE DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS SET FORTH ON SCHEDULE 4.17 IS
THE SUBJECT OF A CONTROL AGREEMENT.
4.18
COMPLETE DISCLOSURE. ALL FACTUAL INFORMATION (TAKEN AS A WHOLE)
FURNISHED BY OR ON BEHALF OF BORROWERS OR THEIR SUBSIDIARIES IN WRITING TO AGENT
OR ANY LENDER (INCLUDING ALL INFORMATION CONTAINED IN THE SCHEDULES HERETO OR IN
THE OTHER LOAN DOCUMENTS) FOR PURPOSES OF OR IN CONNECTION WITH THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS, OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN IS,
AND ALL OTHER SUCH FACTUAL INFORMATION HEREAFTER FURNISHED BY OR ON BEHALF OF
BORROWERS OR THEIR SUBSIDIARIES IN WRITING TO AGENT OR ANY LENDER WILL BE, TRUE
AND ACCURATE IN ALL MATERIAL RESPECTS ON THE DATE AS OF WHICH SUCH INFORMATION
IS DATED OR CERTIFIED AND NOT INCOMPLETE BY OMITTING TO STATE ANY FACT NECESSARY
TO MAKE SUCH INFORMATION NOT MISLEADING AT SUCH TIME IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH SUCH INFORMATION WAS PROVIDED. ON THE CLOSING DATE,
THE CLOSING DATE PROJECTIONS REPRESENT, AND AS OF THE DATE ON WHICH ANY OTHER
PROJECTIONS ARE DELIVERED TO AGENT, SUCH ADDITIONAL PROJECTIONS REPRESENT
PARENT'S GOOD FAITH ESTIMATE OF ITS CONSOLIDATED FUTURE PERFORMANCE FOR THE
PERIODS COVERED THEREBY.
4.19
INDEBTEDNESS. SET FORTH ON SCHEDULE 4.19 IS A TRUE AND COMPLETE
LIST OF ALL INDEBTEDNESS OF EACH BORROWER AND EACH SUBSIDIARY OF EACH BORROWER
OUTSTANDING IMMEDIATELY PRIOR TO THE CLOSING DATE THAT IS TO REMAIN OUTSTANDING
AFTER THE CLOSING DATE, AND SUCH SCHEDULE ACCURATELY REFLECTS THE AGGREGATE
PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS AS OF THE CLOSING DATE.
4.20
REGULATION U. NO ACTION HAS BEEN TAKEN OR IS CURRENTLY PLANNED BY
BORROWERS OR ANY OF THEIR SUBSIDIARIES WHICH WOULD CAUSE THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS TO VIOLATE REGULATION U OR ANY OTHER REGULATION OF
THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, OR TO VIOLATE THE EXCHANGE
ACT, IN EACH CASE AS IN EFFECT NOW OR AS THE SAME MAY HEREAFTER BE IN EFFECT.
BORROWER IS NOT ENGAGED IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF
PURCHASING OR CARRYING MARGIN STOCK AS ONE OF ITS IMPORTANT ACTIVITIES AND,
EXCEPT AS MAY BE EXPRESSLY AGREED TO AND DOCUMENTED BETWEEN BORROWER AND AGENT,
NONE OF THE PROCEEDS OF THE ADVANCES OR THE TERM LOANS WILL BE USED DIRECTLY OR
INDIRECTLY FOR SUCH PURPOSE.
4.21
TAXES. EACH BORROWER AND ITS SUBSIDIARIES HAVE TIMELY FILED ALL
FEDERAL, STATE, FOREIGN (IF APPLICABLE) AND LOCAL TAX RETURNS AND OTHER REPORTS
WHICH ARE REQUIRED BY LAW TO BE FILED BY THEM, AND EACH BORROWER AND ITS
SUBSIDIARIES HAVE PAID OR CAUSED TO BE PAID TO THE PROPER AUTHORITIES WHEN DUE
ALL TAXES (INCLUDING, WITHOUT LIMITATION, PAYROLL AND OTHER EMPLOYMENT