PLACE OF ITS INCORPORATION WHICH HAVE BEEN
CONSISTENTLY APPLIED;
10
(H)
(NO CHANGE IN AFFAIRS) THERE HAS BEEN NO CHANGE IN ITS STATE OF
AFFAIRS SINCE THE END OF THE ACCOUNTING PERIOD FOR ITS MOST RECENT FINANCIAL
STATEMENTS WHICH HAS HAD OR IS LIKELY TO HAVE A MATERIAL ADVERSE EFFECT;
(I)
(REPORTS AND ANALYSIS):
(1)
ALL FACTUAL INFORMATION SUPPLIED BY IT IN CONNECTION WITH THE
PREPARATION OF ANY REPORT WAS TRUE, COMPLETE AND ACCURATE AT THE DATE THAT IT
WAS SUPPLIED;
(2)
SO FAR AS IT IS AWARE, ALL STATEMENTS OF FACT RECORDED IN ANY
REPORT ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS;
(3)
SO FAR AS IT IS AWARE, NO REPORT IS MISLEADING IN ANY MATERIAL
RESPECT AND NOTHING HAS OCCURRED SINCE THE DATE OF THE REPORT WHICH RENDERS ANY
MATERIAL FACTS CONTAINED IN THE REPORT INACCURATE OR MISLEADING;
(J)
(OTHER INFORMATION) THE WRITTEN INFORMATION AND DOCUMENTS WHICH
IT HAS FURNISHED TO THE LENDER IN CONNECTION WITH THE NEGOTIATION AND
PREPARATION OF THE FINANCE DOCUMENTS (OTHER THAN PROJECTIONS AND FORECASTS) WAS,
WHEN GIVEN, TRUE AND ACCURATE IN ALL MATERIAL RESPECTS AND NOT MISLEADING,
WHETHER BY OMISSION OR OTHERWISE;
(K)
(NO FAILURE TO DISCLOSE) IT HAS NOT WITHHELD FROM THE LENDER ANY
INFORMATION MATERIAL TO THE DECISION OF THE LENDER TO ENTER INTO THE FINANCE
DOCUMENTS TO WHICH THE LENDER IS EXPRESSED TO BE A PARTY;
(L)
(NO DEFAULTS) NO EVENT OF DEFAULT AND, ON THE DATE OF THIS
AGREEMENT, NO DEFAULT, HAS OCCURRED WHICH IS CONTINUING;
(M)
(WARRANTIES CORRECT) ITS REPRESENTATIONS AND WARRANTIES UNDER ANY
TRANSACTION DOCUMENT ARE CORRECT AND NOT MISLEADING WHEN MADE OR REPEATED UNDER
THE TRANSACTION DOCUMENTS;
(N)
(OWNERSHIP OF ASSETS)
(1)
IT HAS GOOD TITLE TO ALL ASSETS NECESSARY TO CONDUCT ITS BUSINESS;
AND
(2)
IT IS THE SOLE LEGAL AND BENEFICIAL OWNER OF ALL OF ITS SECURITY
PROPERTY SUBJECT TO THE PERMITTED SECURITY INTERESTS;
(O)
(NO SECURITY INTERESTS)
(1)
ITS PROPERTY IS NOT SUBJECT TO ANY SECURITY INTEREST, OTHER THAN A
PERMITTED SECURITY INTEREST;
(2)
NO PERSON HOLDS AN INTEREST IN ITS PROPERTY OTHER THAN UNDER A
PERMITTED SECURITY INTEREST; AND
11
(3)
EACH SECURITY HAS THE PRIORITY TO WHICH THE LENDER HAS AGREED;
(P)
(COMMERCIAL BENEFIT) THE ENTERING INTO AND PERFORMANCE BY IT OF
ITS OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS TO WHICH IT IS EXPRESSED TO BE A
PARTY IS FOR ITS COMMERCIAL BENEFIT;
(Q)
(ENVIRONMENT)
(1)
IT IS IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS AND ALL
ENVIRONMENTAL APPROVALS NECESSARY IN CONNECTION WITH THE OWNERSHIP AND OPERATION
OF ITS BUSINESS HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT;
(2)
TO THE BEST OF ITS KNOWLEDGE AND BELIEF HAVING MADE DUE AND
CAREFUL ENQUIRY, THERE ARE NO CIRCUMSTANCES WHICH COULD REASONABLY BE EXPECTED
TO PREVENT IT FROM COMPLYING WITH ANY ENVIRONMENTAL LAW OR ANY ENVIRONMENTAL
APPROVAL;
(3)
NO MATERIAL UNBUDGETED INVESTMENT IS NECESSARY TO OBTAIN, RENEW,
EXTEND, MODIFY OR SURRENDER ANY ENVIRONMENTAL APPROVAL OR TO ENSURE COMPLIANCE
WITH ANY ENVIRONMENTAL LAW;
(4)
TO THE BEST OF ITS KNOWLEDGE AND