CREDIT PARTY HAS TIMELY FILED
ALL FEDERAL, STATE, LOCAL AND FOREIGN TAX RETURNS AND REPORTS REQUIRED TO BE
FILED BY IT AND HAS PAID, PRIOR TO THE DATE ON WHICH PENALTIES WOULD ATTACH
THERETO OR A LIEN WOULD ATTACH TO ANY OF THE PROPERTIES OF A CREDIT PARTY IF
UNPAID, ALL TAXES, ASSESSMENTS, FEES AND OTHER CHARGES LEVIED UPON IT OR UPON
ITS PROPERTIES THAT ARE SHOWN THEREON AS DUE AND PAYABLE, OTHER THAN THOSE THAT
ARE NOT YET DELINQUENT OR THAT ARE BEING CONTESTED IN GOOD FAITH AND BY PROPER
PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED IN ACCORDANCE
WITH GAAP.
SUCH RETURNS ACCURATELY REFLECT IN ALL MATERIAL RESPECTS ALL
LIABILITY FOR TAXES OF THE CREDIT PARTIES FOR THE PERIODS COVERED THEREBY.
AS
OF THE CLOSING DATE, THERE IS NO ONGOING AUDIT OR EXAMINATION OR, TO THE
KNOWLEDGE OF ANY BORROWER, OTHER INVESTIGATION BY ANY GOVERNMENTAL AUTHORITY OF
THE TAX LIABILITY OF ANY OF THE CREDIT PARTIES, AND THERE IS NO MATERIAL
UNRESOLVED CLAIM BY ANY GOVERNMENTAL AUTHORITY CONCERNING THE TAX LIABILITY OF
ANY CREDIT PARTY FOR ANY PERIOD FOR WHICH TAX RETURNS HAVE BEEN OR WERE REQUIRED
TO HAVE BEEN FILED, OTHER THAN UNSECURED CLAIMS FOR WHICH ADEQUATE RESERVES HAVE
BEEN ESTABLISHED IN
77
ACCORDANCE WITH GAAP.
AS OF THE CLOSING DATE, NO CREDIT PARTY HAS WAIVED OR
EXTENDED OR HAS BEEN REQUESTED TO WAIVE OR EXTEND THE STATUTE OF LIMITATIONS
RELATING TO THE PAYMENT OF ANY TAXES.
NOTWITHSTANDING THE FOREGOING, WITH
RESPECT TO ANY STATE, LOCAL, OR FOREIGN SALES TAX RETURNS OR REPORTS, THE
PAYMENT OR TRANSFER TO THE APPLICABLE AUTHORITY OF ANY SALES TAXES, OR ANY
AUDITS, OR EXAMINATIONS, OR WAIVERS OR EXTENSIONS OF STATUTES OF LIMITATIONS
WITH RESPECT THERETO, THE REPRESENTATIONS IN THIS SECTION 5.6 ARE TRUE EXCEPT TO
THE EXTENT THAT THE FAILURE OF ANY SUCH REPRESENTATIONS TO BE TRUE COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.7
SUBSIDIARIES.
SCHEDULE 5.7 SETS FORTH A
LIST, AS OF THE CLOSING DATE, OF ALL OF THE SUBSIDIARIES OF THE PARENT
(INCLUDING THE COMPANY) AND (I) AS TO EACH SUCH SUBSIDIARY, THE PERCENTAGE
OWNERSHIP (DIRECT AND INDIRECT) OF THE PARENT IN EACH CLASS OF ITS CAPITAL STOCK
AND EACH DIRECT OWNER THEREOF, AND (II) AS TO EACH CREDIT PARTY (OTHER THAN THE
PARENT), THE NUMBER OF SHARES OF EACH CLASS OF CAPITAL STOCK OUTSTANDING, AND
THE NUMBER AND EFFECT, IF EXERCISED, OF ALL OUTSTANDING OPTIONS, WARRANTS,
RIGHTS OF CONVERSION OR PURCHASE AND SIMILAR RIGHTS.
ALL OUTSTANDING SHARES OF
CAPITAL STOCK OF THE COMPANY AND EACH OF ITS SUBSIDIARIES ARE DULY AND VALIDLY
ISSUED, FULLY PAID AND NONASSESSABLE.
EXCEPT FOR THE SHARES OF CAPITAL STOCK
AND THE OTHER EQUITY ARRANGEMENTS EXPRESSLY INDICATED ON SCHEDULE 5.7, AS OF THE
CLOSING DATE THERE ARE NO SHARES OF CAPITAL STOCK, WARRANTS, RIGHTS, OPTIONS OR
OTHER EQUITY SECURITIES, OR OTHER CAPITAL STOCK OF ANY CREDIT PARTY (OTHER THAN
THE PARENT) OUTSTANDING OR RESERVED FOR ANY PURPOSE.
5.8
FULL DISCLOSURE.
ALL FACTUAL INFORMATION
HERETOFORE, CONTEMPORANEOUSLY OR