RESERVE REPORT WAS DELIVERED FOR PURPOSES OF MAKING A
REDETERMINATION OF THE BORROWING BASE IN ACCORDANCE WITH THIS ARTICLE III.
UNLESS THE ADMINISTRATIVE AGENT NOTIFIES THE BORROWER OF A REDETERMINED AMOUNT
FOR THE BORROWING BASE AND THE EFFECTIVE DATE OF SUCH REDETERMINED BORROWING
BASE ON OR BEFORE NOVEMBER 30, 2005 (IN WHICH EVENT SUCH AMOUNT SHALL BE THE
BORROWING BASE AS OF SUCH DATE UNTIL THE NEXT REDETERMINATION DATE), THE
BORROWING BASE SHALL BE THE INITIAL BORROWING BASE UNTIL THE FIRST
REDETERMINATION DATE AFTER THE EFFECTIVE DATE.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Each Credit Party represents and warrants to the Lenders that:
SECTION 4.01.
ORGANIZATION; POWERS.
EACH CREDIT PARTY IS DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION, HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS
NOW CONDUCTED AND, EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT, IS QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD STANDING IN, EVERY
JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED.
SECTION 4.02.
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS ARE WITHIN
EACH CREDIT PARTY'S CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP POWERS
AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE, LIMITED LIABILITY
COMPANY OR PARTNERSHIP AND, IF REQUIRED, STOCKHOLDER ACTION.
THIS AGREEMENT HAS
BEEN DULY EXECUTED AND DELIVERED BY EACH CREDIT PARTY AND CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF EACH CREDIT PARTY, ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO
GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING
IN EQUITY OR AT LAW.
SECTION 4.03.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE TRANSACTIONS (A)
DO NOT REQUIRE ANY CONSENT OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY
OTHER ACTION BY, ANY GOVERNMENTAL AUTHORITY, EXCEPT SUCH AS HAVE BEEN OBTAINED
OR MADE AND ARE IN FULL FORCE AND EFFECT OR HAVE BEEN MADE OR TO BE MADE IN
CONNECTION WITH THE FILING OF THE LIENS TO SECURE THE OBLIGATIONS, (B) WILL NOT
VIOLATE ANY APPLICABLE LAW OR REGULATION OR THE CHARTER, BY-LAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF THE BORROWER, ANY RESTRICTED SUBSIDIARY OR ANY
SPONSORED PARTNERSHIP OR ANY ORDER OF ANY GOVERNMENTAL AUTHORITY, (C) WILL NOT
VIOLATE OR RESULT IN A DEFAULT UNDER ANY INDENTURE, AGREEMENT OR OTHER
INSTRUMENT EVIDENCING MATERIAL INDEBTEDNESS OR A MATERIAL SALES CONTRACT BINDING
UPON THE BORROWER OR ANY RESTRICTED SUBSIDIARY OR ANY OF THEIR RESPECTIVE
ASSETS, OR GIVE RISE TO A RIGHT THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE BY
THE BORROWER OR ANY RESTRICTED SUBSIDIARY, AND (D) WILL NOT RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF THE BORROWER, ANY RESTRICTED
SUBSIDIARY OR ANY SPONSORED PARTNERSHIP NOT OTHERWISE PERMITTED UNDER SECTION
7.02.
SECTION 4.04.
FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
(A)
THE BORROWER HAS HERETOFORE FURNISHED TO THE LENDERS THE
AUDITED CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF