(INCLUDING THE
LOANS AND CONTINGENT DEBTS) AS THEY BECOME ABSOLUTE AND MATURED, AND HAS ACCESS
TO ADEQUATE CAPITAL FOR THE CONDUCT OF ITS BUSINESS AND THE ABILITY TO PAY ITS
DEBTS FROM TIME TO TIME INCURRED THEREWITH AS SUCH DEBTS MATURE.
3.5.
LICENSES; FRANCHISES, ETC.
THE BORROWER AND ITS SUBSIDIARIES HAVE
ALL MATERIAL AUTHORIZATIONS, LICENSES, PERMITS, APPROVALS AND FRANCHISES OF ANY
PUBLIC OR GOVERNMENTAL REGULATORY BODY NECESSARY FOR THE CONDUCT OF THE BUSINESS
OF THE BORROWER AND ITS SUBSIDIARIES AS NOW CONDUCTED EXCEPT WHERE THE FAILURE
TO HAVE THE SAME IS NOT REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT
(SUCH AUTHORIZATIONS, LICENSES, PERMITS AND FRANCHISES, TOGETHER WITH ANY
EXTENSIONS OR RENEWALS THEREOF, BEING HEREIN SOMETIMES REFERRED TO COLLECTIVELY
AS THE "LICENSES").
ALL OF SUCH LICENSES ARE VALIDLY ISSUED AND IN FULL FORCE
AND EFFECT AND THE BORROWER AND ITS SUBSIDIARIES HAVE FULFILLED AND PERFORMED
ALL OF THEIR OBLIGATIONS WITH RESPECT THERETO AND HAVE FULL POWER AND AUTHORITY
TO OPERATE THEREUNDER.
3.6.
MATERIAL AGREEMENTS.
THE BORROWER'S MOST RECENT FORM 10-K
FILED
WITH THE SEC, AS SUPPLEMENTED BY THE BORROWER'S FORMS 10-Q AND 8-K FILED WITH
THE SEC THEREAFTER, ACCURATELY AND COMPLETELY LISTS EACH MATERIAL AGREEMENT AND
INSTRUMENT REQUIRED TO BE DISCLOSED THEREIN, INCLUDING BUT NOT LIMITED TO ANY
MATERIAL LEASES, EMPLOYMENT AGREEMENTS OR OTHER AGREEMENTS WITH MANAGEMENT OF
THE BORROWER OR ANY SUBSIDIARY, STOCKHOLDER AGREEMENTS AND ALL
13
OTHER MATERIAL AGREEMENTS REQUIRED TO BE DISCLOSED THEREIN.
EACH OF THE
BORROWER AND ITS SUBSIDIARIES (AS APPLICABLE) AND, TO THE BEST OF THE BORROWER'S
KNOWLEDGE, ALL THIRD PARTIES TO SUCH MATERIAL AGREEMENTS, ARE IN MATERIAL
COMPLIANCE WITH THE TERMS THEREOF, AND NO DEFAULT OR EVENT OF DEFAULT BY THE
BORROWER OR, TO THE BORROWER'S KNOWLEDGE, ANY OTHER PARTY THERETO, EXISTS
THEREUNDER.
3.7.
TAX RETURNS AND PAYMENTS.
THE BORROWER AND ITS SUBSIDIARIES HAVE
FILED ALL TAX RETURNS REQUIRED BY LAW TO BE FILED AND HAVE PAID ALL TAXES,
ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES LEVIED UPON ANY OF THEIR RESPECTIVE
PROPERTIES, ASSETS, INCOME OR FRANCHISES, OTHER THAN THOSE (I) NOT YET
DELINQUENT, (II) NOT MATERIAL IN AGGREGATE AMOUNT, (III) BEING OR ABOUT TO BE
CONTESTED AS PROVIDED IN SUBSECTION 5.4 AND/OR (IV) NOT REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS
OF THE BORROWER AND ITS SUBSIDIARIES IN RESPECT OF THEIR RESPECTIVE TAXES ARE
ADEQUATE IN THE OPINION OF THE BORROWER, AND THE BORROWER KNOWS OF NO UNPAID
ASSESSMENT FOR ADDITIONAL TAXES OR OF ANY BASIS THEREFOR OTHER THAN THOSE WHICH
IN THE AGGREGATE, ARE NOT REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
3.8.
INDEBTEDNESS, LIENS AND INVESTMENTS, ETC.
OTHER THAN INTERCOMPANY
INDEBTEDNESS, SCHEDULE 3.8 ATTACHED HERETO CORRECTLY DESCRIBES, AS OF THE DATE
OR DATES INDICATED THEREIN, (A) ALL OUTSTANDING INDEBTEDNESS OF THE BORROWER AND
ITS SUBSIDIARIES IN RESPECT OF BORROWED MONEY, CAPITAL LEASES AND THE DEFERRED
PURCHASE PRICE OF PROPERTY; (B) ALL EXISTING MORTGAGES, LIENS AND SECURITY
INTERESTS IN RESPECT OF ANY PROPERTY OR ASSETS OF THE BORROWER OR ITS
SUBSIDIARIES; (C) ALL