THE FAIR SALEABLE VALUE OF WHICH ARE (I) GREATER THAN THE TOTAL AMOUNT OF
ITS LIABILITIES (INCLUDING CONTINGENT LIABILITIES) AND (II) GREATER THAN THE
AMOUNT THAT WILL BE REQUIRED TO PAY THE PROBABLE LIABILITIES OF ITS THEN
EXISTING DEBTS AS THEY BECOME ABSOLUTE AND MATURED CONSIDERING ALL FINANCING
ALTERNATIVES AND POTENTIAL ASSET SALES REASONABLY AVAILABLE TO IT; (B) HAS
CAPITAL THAT IS NOT UNREASONABLY SMALL IN RELATION TO ITS BUSINESS AS PRESENTLY
CONDUCTED OR AFTER GIVING EFFECT TO ANY CONTEMPLATED TRANSACTION; AND (C) DOES
NOT INTEND TO INCUR AND DOES NOT BELIEVE THAT IT WILL INCUR DEBTS BEYOND ITS
ABILITY TO PAY SUCH DEBTS AS THEY BECOME DUE.
SECTION 3.22
FULL DISCLOSURE.
NONE OF THE INFORMATION (FINANCIAL OR
OTHERWISE) FURNISHED BY OR ON BEHALF OF ANY CREDIT PARTY TO AGENT OR ANY LENDER
IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE
OPERATIVE DOCUMENTS, INCLUDING WITHOUT LIMITATION THE INFORMATION SET FORTH IN
THE INFORMATION CERTIFICATE, CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED HEREIN
OR THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH
STATEMENTS WERE MADE.
ALL FINANCIAL PROJECTIONS DELIVERED TO AGENT AND THE
LENDERS HAVE BEEN PREPARED ON THE BASIS OF THE ASSUMPTIONS STATED THEREIN.
SUCH
PROJECTIONS REPRESENT BORROWERS' BEST ESTIMATE OF BORROWERS' FUTURE FINANCIAL
PERFORMANCE AND SUCH ASSUMPTIONS ARE BELIEVED BY BORROWERS TO BE FAIR IN LIGHT
OF CURRENT BUSINESS CONDITIONS; PROVIDED THAT BORROWERS CAN GIVE NO ASSURANCE
THAT SUCH PROJECTIONS WILL BE ATTAINED.
SECTION 3.23
REPRESENTATIONS AND WARRANTIES INCORPORATED FROM OTHER
OPERATIVE DOCUMENTS.
AS OF THE CLOSING DATE, EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE IN THE OPERATIVE DOCUMENTS BY EACH OF THE PARTIES THERETO IS
TRUE AND CORRECT IN ALL MATERIAL RESPECTS, AND SUCH REPRESENTATIONS AND
WARRANTIES ARE HEREBY INCORPORATED HEREIN BY REFERENCE WITH THE SAME EFFECT AS
THOUGH SET FORTH IN THEIR ENTIRETY HEREIN, AS QUALIFIED THEREIN, EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATION OR WARRANTY RELATES TO A SPECIFIC DATE, IN WHICH
CASE SUCH REPRESENTATION AND WARRANTY SHALL BE TRUE AS OF SUCH EARLIER DATE.
ARTICLE IV
AFFIRMATIVE COVENANTS
Each Borrower agrees that, so long as any Credit Exposure exists:
SECTION 4.1
FINANCIAL STATEMENTS AND OTHER REPORTS.
EACH BORROWER
WILL MAINTAIN A SYSTEM OF ACCOUNTING ESTABLISHED AND ADMINISTERED IN ACCORDANCE
WITH SOUND BUSINESS PRACTICES TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
ACCORDANCE WITH GAAP AND TO PROVIDE THE INFORMATION REQUIRED TO BE DELIVERED TO
THE LENDERS HEREUNDER, AND WILL DELIVER TO AGENT, AND, IN THE CASE OF THE
DELIVERIES REQUIRED BY PARAGRAPHS (A) THROUGH (F), (L), (M), (O) AND (P), EACH
LENDER:
(A)
AS SOON AS PRACTICABLE AND IN ANY EVENT WITHIN THIRTY (30) DAYS
AFTER THE END OF EACH MONTH (45 DAYS WITH RESPECT TO ANY MONTH WHICH IS THE END
OF A FISCAL QUARTER AND 90 DAYS AFTER THE END OF BORROWERS' FISCAL YEAR END), A
CONSOLIDATED AND CONSOLIDATING BALANCE SHEET OF HOLDINGS AND ITS CONSOLIDATED
SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, WILLIAMS) AS AT