THE COLLATERAL WILL BE REMOVED FROM
THE CONTINENTAL UNITED STATES.
(F)
WITHIN THE PAST SIX YEARS, BORROWER HAS NOT
CHANGED ITS NAME, DONE BUSINESS UNDER ANY OTHER NAME, OR MERGED OR BEEN THE
SURVIVING ENTITY OF ANY MERGER, EXCEPT AS DISCLOSED IN WRITING TO ADMINISTRATIVE
AGENT PRIOR TO THE CLOSING DATE.
(F)
FINANCIAL STATEMENTS; ETC.
EXCEPT AS
EXPRESSLY SET FORTH IN BORROWER'S FINANCIAL STATEMENTS, ALL FINANCIAL STATEMENTS
OF BORROWER AND CWEI FURNISHED TO ADMINISTRATIVE AGENT HAVE BEEN PREPARED IN
CONFORMITY WITH GAAP, CONSISTENTLY APPLIED, AND PRESENT FAIRLY, IN ALL MATERIAL
RESPECTS, THE FINANCIAL CONDITION OF IT AS AT SUCH DATES AND THE RESULTS OF ITS
OPERATIONS FOR THE PERIODS THEN ENDED (SUBJECT, IN THE CASE OF INTERIM UNAUDITED
FINANCIAL STATEMENTS, TO NORMAL YEAR-END ADJUSTMENTS AND THE INCLUSION
22
OF FOOTNOTES); AND SINCE THE MOST RECENT DATE COVERED BY SUCH FINANCIAL
STATEMENTS, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN ANY SUCH FINANCIAL
CONDITION OR OPERATION.
ALL WRITTEN INFORMATION THAT HAS BEEN OR WILL HEREAFTER
BE MADE AVAILABLE TO ADMINISTRATIVE AGENT IS, AND WILL BE, AS OF THE DATES ON
WHICH SUCH INFORMATION WAS PROVIDED OR RELATES, CORRECT IN ALL MATERIAL RESPECTS
AND DOES NOT, AND WILL NOT, AS OF THE DATES ON WHICH SUCH INFORMATION WAS OR IS
TO BE PROVIDED OR TO WHICH SUCH INFORMATION RELATES, CONTAIN ANY UNTRUE
STATEMENTS OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MISLEADING IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS WERE OR ARE MADE; PROVIDED THAT, WITH
RESPECT TO PROJECTED FINANCIAL INFORMATION, BORROWER REPRESENTS ONLY THAT SUCH
INFORMATION WAS PREPARED IN GOOD FAITH BASED ON ASSUMPTIONS BELIEVED TO BE
REASONABLE AT THE TIME.
(G)
LITIGATION; COMPLIANCE WITH ALL LAWS.
NO
LITIGATION, ARBITRATION, ADMINISTRATIVE OR GOVERNMENTAL PROCEEDINGS ARE PENDING
OR, TO THE KNOWLEDGE OF BORROWER, THREATENED AGAINST ANY CREDIT PARTY, WHICH
WOULD, IF ADVERSELY DETERMINED, MATERIALLY AND ADVERSELY AFFECT (I) SUCH CREDIT
PARTY'S INTEREST IN THE COLLATERAL OR THE LIENS AND SECURITY INTERESTS OF
ADMINISTRATIVE AGENT HEREUNDER OR UNDER ANY OF THE LOAN DOCUMENTS, OR (II) THE
FINANCIAL CONDITION OF SUCH CREDIT PARTY OR ITS CONTINUED OPERATIONS.
EACH
CREDIT PARTY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL LAWS,
REGULATIONS, REQUIREMENTS AND APPROVALS APPLICABLE TO SUCH CREDIT PARTY.
(H)
TAX RETURNS.
ALL FEDERAL, STATE AND LOCAL
TAX RETURNS, REPORTS AND STATEMENTS REQUIRED TO BE FILED BY ANY CREDIT PARTY
HAVE BEEN FILED WITH THE APPROPRIATE GOVERNMENTAL AGENCIES AND ALL TAXES DUE AND
PAYABLE BY ANY CREDIT PARTY HAVE BEEN TIMELY PAID EXCEPT (A) TAXES THAT ARE
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH SUCH
CREDIT PARTY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES IN ACCORDANCE WITH
GAAP OR (B) TO THE EXTENT THAT ANY SUCH FAILURE TO FILE OR PAY WILL NOT
MATERIALLY AND ADVERSELY AFFECT EITHER THE LIENS AND SECURITY INTERESTS OF
ADMINISTRATIVE AGENT HEREUNDER OR UNDER ANY OF THE LOAN DOCUMENTS, THE FINANCIAL
CONDITION OF ANY CREDIT PARTY, OR ITS