A WHOLE AND ON THE DATE AS OF WHICH SUCH
INFORMATION IS STATED OR CERTIFIED.
THE PROJECTIONS AND PRO FORMA FINANCIAL
INFORMATION CONTAINED IN THE MATERIALS REFERENCED ABOVE ARE BASED UPON GOOD
FAITH ESTIMATES AND ASSUMPTIONS BELIEVED BY MANAGEMENT OF ARC, ARC LP AND EACH
BORROWER TO BE REASONABLE AT THE TIME MADE, IT BEING RECOGNIZED BY THE LENDER
THAT SUCH FINANCIAL INFORMATION AS IT RELATES TO FUTURE EVENTS IS NOT TO BE
VIEWED AS FACT AND THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED BY
SUCH FINANCIAL INFORMATION MAY DIFFER FROM THE PROJECTED RESULTS SET FORTH
THEREIN BY A MATERIAL AMOUNT.
THERE IS NO FACT KNOWN TO A RESPONSIBLE OFFICER
OF ANY BORROWER, AFTER DUE INQUIRY, THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT THAT HAS NOT BEEN DISCLOSED HEREIN, IN THE OTHER LOAN
DOCUMENTS OR IN A REPORT, FINANCIAL STATEMENT, EXHIBIT, SCHEDULE, DISCLOSURE
LETTER OR OTHER WRITING FURNISHED TO THE LENDER FOR USE IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 5.13
MARGIN REGULATIONS.
NEITHER THE
MAKING OF ANY LOAN HEREUNDER, NOR THE USE OF THE PROCEEDS THEREOF, WILL VIOLATE
OR BE INCONSISTENT WITH THE PROVISIONS OF REGULATIONS T, U OR X.
SECTION 5.14
SOLVENCY.
EACH BORROWER IS SOLVENT.
SECTION 5.15
ANTI-TERRORISM LAW.
(A)
THE BORROWERS ARE NOT AND, TO THE KNOWLEDGE
OF EACH BORROWER, NONE OF THEIR AFFILIATES ARE IN VIOLATION OF ANY OF THE
PRESCRIBED LAWS.
(B)
THE BORROWERS ARE NOT AND, TO THE KNOWLEDGE
OF THE BORROWERS, NO AFFILIATE OR BROKER OR OTHER AGENT OF THE BORROWERS ACTING
OR BENEFITING IN ANY CAPACITY IN CONNECTION WITH THE LOANS IS ANY OF THE
FOLLOWING:
(I)
A PERSON THAT IS LISTED IN THE ANNEX TO,
OR IS OTHERWISE SUBJECT TO THE PROVISIONS OF, THE EXECUTIVE ORDER;
(II)
A PERSON OWNED OR CONTROLLED BY, OR ACTING
FOR OR ON BEHALF OF, ANY PERSON THAT IS LISTED IN THE ANNEX TO, OR IS OTHERWISE
SUBJECT TO THE PROVISIONS OF, THE EXECUTIVE ORDER;
(III)
A PERSON WITH WHICH THE LENDER IS PROHIBITED
FROM DEALING OR OTHERWISE ENGAGING IN ANY TRANSACTION BY ANY PRESCRIBED LAW;
(IV)
A PERSON THAT COMMITS, THREATENS OR CONSPIRES
TO COMMIT OR SUPPORTS "TERRORISM" AS DEFINED IN THE EXECUTIVE ORDER; OR
(V)
A PERSON THAT IS NAMED AS A "SPECIALLY
DESIGNATED NATIONAL AND BLOCKED PERSON" ON THE MOST CURRENT LIST PUBLISHED BY
THE U.S. TREASURY DEPARTMENT OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") AT ITS
OFFICIAL WEBSITE OR ANY REPLACEMENT WEBSITE OR OTHER REPLACEMENT OFFICIAL
PUBLICATION OF SUCH LIST.
(C)
THE BORROWERS ARE NOT AND, TO THE KNOWLEDGE
OF EACH BORROWER, NO BROKER OR OTHER AGENT OF THE BORROWERS ACTING IN ANY
CAPACITY IN CONNECTION WITH THE LOANS (I) CONDUCTS ANY BUSINESS OR ENGAGES IN
MAKING OR RECEIVING ANY CONTRIBUTION OF FUNDS, GOODS OR SERVICES TO OR FOR THE
BENEFIT OF ANY PERSON DESCRIBED IN PARAGRAPH (B) ABOVE, (II) DEALS IN, OR
OTHERWISE ENGAGES IN ANY TRANSACTION RELATING TO, ANY PROPERTY OR INTERESTS IN
PROPERTY BLOCKED PURSUANT TO THE
43
EXECUTIVE