OTHER MATTERS KNOWN TO IT, THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
EXCEPT FOR ANY CHANGES REFLECTED IN ANY RESTATED
FINANCIAL STATEMENTS FOR PRIOR PERIODS THAT COMPLY WITH THE CONDITIONS SET FORTH
IN THE WAIVER LETTER, NONE OF THE OTHER REPORTS, FINANCIAL STATEMENTS,
CERTIFICATES OR OTHER INFORMATION FURNISHED BY OR ON BEHALF OF THE BORROWER OR
ANY RESTRICTED SUBSIDIARY TO THE ADMINISTRATIVE AGENT OR ANY LENDER IN
CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT OR DELIVERED HEREUNDER (AS
MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO FURNISHED) WHEN TAKEN AS A
WHOLE 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 MADE OR DEEMED MADE;
PROVIDED THAT, WITH RESPECT TO PROJECTED FINANCIAL INFORMATION, THE BORROWER
REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED ON
ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME.
SECTION 4.12.
LABOR MATTERS.
THERE ARE NO STRIKES, LOCKOUTS OR SLOWDOWNS
AGAINST THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES PENDING OR, TO THE
KNOWLEDGE OF THE BORROWER, THREATENED THAT COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
THE HOURS WORKED BY AND PAYMENTS MADE TO EMPLOYEES
OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES HAVE NOT BEEN IN VIOLATION OF
THE FAIR LABOR STANDARDS ACT OR ANY OTHER LAW DEALING WITH SUCH MATTERS TO THE
EXTENT THAT SUCH VIOLATION COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
SECTION 4.13.
CAPITALIZATION.
SCHEDULE 4.13 LISTS, (A) FOR THE BORROWER
AND EACH RESTRICTED SUBSIDIARY, AS OF THE DATE HEREOF, ITS FULL LEGAL NAME, ITS
JURISDICTION OF ORGANIZATION, (B) FOR EACH RESTRICTED SUBSIDIARY, THE NUMBER OF
SHARES OF CAPITAL STOCK OR OTHER EQUITY INTERESTS OUTSTANDING AND THE OWNER(S)
OF SUCH SHARES OR EQUITY INTERESTS AND (C) WITH RESPECT TO EACH SPONSORED
PARTNERSHIP, THE PARTNERSHIP INTERESTS OWNED BY EACH CREDIT PARTY IN SUCH
SPONSORED PARTNERSHIP.
SECTION 4.14.
MARGIN STOCK.
NEITHER THE BORROWER NOR ANY RESTRICTED
SUBSIDIARY IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE
BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN
STOCK (WITHIN THE MEANING OF REGULATION
U ISSUED BY THE FEDERAL RESERVE BOARD),
AND NO PART OF THE PROCEEDS OF ANY LOAN WILL BE USED TO PURCHASE OR CARRY ANY
MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR
CARRYING MARGIN STOCK.
SECTION 4.15.
OIL AND GAS INTERESTS.
EACH CREDIT PARTY HAS GOOD AND
DEFENSIBLE TITLE TO ALL PROVED RESERVES INCLUDED IN THE DIRECT INTERESTS (FOR
PURPOSES OF THIS SECTION 4.15, "PROVED DIRECT INTERESTS") DESCRIBED IN THE MOST
RECENT RESERVE REPORT PROVIDED TO THE ADMINISTRATIVE AGENT, FREE AND CLEAR OF
ALL LIENS EXCEPT LIENS PERMITTED PURSUANT TO SECTION 7.02.
EACH SPONSORED
PARTNERSHIP HAS GOOD AND DEFENSIBLE TITLE TO ALL PROVED RESERVES INCLUDED IN THE
ATTRIBUTED INTERESTS (FOR PURPOSES OF THIS SECTION 4.15, "PROVED ATTRIBUTED
INTERESTS")