THAT, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
5.13
INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT. NONE OF THE BORROWER, ANY PERSON CONTROLLING THE BORROWER, OR ANY
SUBSIDIARY (I) IS A "HOLDING COMPANY," OR A "SUBSIDIARY COMPANY" OF A "HOLDING
COMPANY," OR AN "AFFILIATE" OF A "HOLDING COMPANY" OR OF A "SUBSIDIARY COMPANY"
OF A "HOLDING COMPANY," WITHIN THE MEANING OF THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935, OR (II) IS OR IS REQUIRED TO BE REGISTERED AS AN "INVESTMENT
COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940.
5.14
DISCLOSURE. THE BORROWERS HAVE DISCLOSED TO THE
ADMINISTRATIVE AGENT AND THE LENDERS ALL AGREEMENTS, INSTRUMENTS AND CORPORATE
OR OTHER RESTRICTIONS TO WHICH IT OR ANY OF ITS SUBSIDIARIES IS SUBJECT, AND ALL
OTHER MATTERS KNOWN TO IT, THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT. NO REPORT,
FINANCIAL STATEMENT, CERTIFICATE OR OTHER WRITTEN INFORMATION FURNISHED BY OR ON
BEHALF OF ANY BORROWER TO THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THE NEGOTIATION OF THIS AGREEMENT
OR DELIVERED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (IN EACH CASE, AS
MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO FURNISHED) CONTAINS ANY
MATERIAL MISSTATEMENT OF FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING AS OF THE DATE FURNISHED; PROVIDED THAT, WITH RESPECT
TO PROJECTED FINANCIAL INFORMATION, THE
52
BORROWERS REPRESENT ONLY THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED
UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME.
5.15
COMPLIANCE WITH LAWS. EACH BORROWER AND EACH
SUBSIDIARY THEREOF IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF ALL LAWS AND ALL ORDERS, WRITS, INJUNCTIONS AND DECREES
APPLICABLE TO IT OR TO ITS PROPERTIES, EXCEPT IN SUCH INSTANCES IN WHICH
(A) SUCH REQUIREMENT OF LAW OR ORDER, WRIT, INJUNCTION OR DECREE IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED OR
(B) THE FAILURE TO COMPLY THEREWITH, EITHER INDIVIDUALLY OR IN THE AGGREGATE,
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.16
TAXPAYER IDENTIFICATION NUMBER. THE BORROWERS' TRUE
AND CORRECT U.S. TAXPAYER IDENTIFICATION NUMBERS ARE SET FORTH ON
SCHEDULE 10.02.
5.17
SOLVENCY. EACH OF THE BORROWERS IS AND, AFTER
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, WILL BE
SOLVENT.
5.18
NO BURDENSOME RESTRICTIONS. NONE OF THE BORROWERS IS
A PARTY TO ANY AGREEMENT OR INSTRUMENT OR SUBJECT TO ANY OTHER OBLIGATION OR ANY
CHARTER OR CORPORATE RESTRICTION OR ANY PROVISION OF ANY APPLICABLE LAW, RULE OR
REGULATION WHICH, INDIVIDUALLY OR IN THE AGGREGATE, WOULD HAVE OR WOULD BE
REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.19
BORROWING BASE REPORT. THE MOST RECENT BORROWING
BASE REPORT DELIVERED BY THE BORROWERS ACCURATELY REFLECTS THE BORROWING BASE
AND THE VALUE OF ALL ELIGIBLE SPECIFIED FINANCIAL ASSETS INCLUDED THEREIN ON AND