TO REGISTER AS, AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED;
OR (II) A "HOLDING COMPANY," A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY," OR
AN "AFFILIATE" OF A "HOLDING COMPANY," AS EACH SUCH TERM IS DEFINED IN THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED.
33
(R)
THE COMPANY HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE STATUTES, RULES, REGULATIONS, ORDERS AND RESTRICTIONS OF ANY DOMESTIC
OR FOREIGN GOVERNMENT OR ANY INSTRUMENTALITY OR AGENCY THEREOF HAVING
JURISDICTION OVER THE CONDUCT OF ITS BUSINESSES OR THE OWNERSHIP OF ITS
PROPERTY, EXCEPT FOR ANY FAILURE TO COMPLY WITH ANY OF THE FOREGOING THAT COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(S)
TO THE BEST OF THE COMPANY'S KNOWLEDGE AND BELIEF, EACH RECEIVABLE,
TOGETHER WITH THE CONTRACT RELATED THERETO, DOES NOT CONTRAVENE ANY LAWS, RULES
OR REGULATIONS APPLICABLE THERETO (INCLUDING LAWS, RULES AND REGULATIONS
RELATING TO TRUTH IN LENDING, FAIR CREDIT BILLING, FAIR CREDIT REPORTING, EQUAL
CREDIT OPPORTUNITY, FAIR DEBT COLLECTION PRACTICES OR PRIVACY), AND NO PART OF
SUCH CONTRACT IS IN VIOLATION OF ANY SUCH LAW, RULE OR REGULATION.
(T)
THE COMPANY HAS COMPLIED IN ALL MATERIAL RESPECTS WITH THE CREDIT
AND COLLECTION POLICY WITH REGARD TO EACH RECEIVABLE AND THE RELATED CONTRACT
EXCEPT WHERE THE FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT, AND SINCE THE CLOSING DATE HAS NOT MADE ANY CHANGE
TO SUCH CREDIT AND COLLECTION POLICY IN A MANNER PROHIBITED HEREUNDER AND AS TO
WHICH THE AGENT HAS BEEN NOTIFIED, AND IF APPLICABLE, AS TO WHICH THE AGENT HAS
CONSENTED.
(U)
TO THE COMPANY'S KNOWLEDGE, EACH CONTRACT WITH RESPECT TO EACH
RECEIVABLE IS EFFECTIVE TO CREATE, AND HAS CREATED, A LEGAL, VALID AND BINDING
OBLIGATION OF THE RELATED OBLIGOR TO PAY THE OUTSTANDING BALANCE OF THE
RECEIVABLE CREATED THEREUNDER AND ANY ACCRUED INTEREST THEREON, ENFORCEABLE
AGAINST THE OBLIGOR IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEMENT MAY
BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER SIMILAR
LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN A
PROCEEDING IN EQUITY OR AT LAW).
(V)
THE COMPANY HAS DETERMINED THAT, IMMEDIATELY AFTER GIVING EFFECT TO
EACH BORROWING HEREUNDER, THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF
REVOLVING LOANS DOES NOT EXCEED THE LESSER OF THE BORROWING BASE AND THE
REVOLVING LINE OF CREDIT.
(W)
THE COMPANY HAS IDENTIFIED THE RECEIVABLES ON ITS BOOKS AND RECORDS
(INCLUDING ANY ACCOUNTING SYSTEM) AS BEING SUBJECT TO A SECURITY INTEREST IN
FAVOR OF THE AGENT IN CONNECTION WITH THIS AGREEMENT, AND THE RECEIVABLES
CONSTITUTE A PORTION OF THE "DOMESTIC UTILITIES" REPORTING SEGMENT ON THE
COMPANY'S FINANCIAL STATEMENTS.
7.2
AFFIRMATIVE COVENANTS OF THE COMPANY.
UNTIL TERMINATION OF THIS
AGREEMENT AND PAYMENT AND SATISFACTION OF ALL OBLIGATIONS HEREUNDER, THE COMPANY
WILL:
34
(A)
COMPLY WITH ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS WITH
RESPECT TO IT, ITS BUSINESS AND PROPERTIES