LOAN PARTY IS SUBJECT TO REGULATION
UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, THE FEDERAL POWER ACT, THE
INTERSTATE COMMERCE ACT, OR THE INVESTMENT COMPANY ACT OF 1940, OR ANY OTHER
FEDERAL OR STATE STATUTE OR REGULATION WHICH LIMITS ITS ABILITY TO INCUR
INDEBTEDNESS OR ITS ABILITY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE
LOAN DOCUMENTS.
(G)
SUBSIDIARIES.
AS OF THE CLOSING DATE, THE BORROWER HAS NO
SUBSIDIARIES OR INTERESTS IN ANY JOINT VENTURE OR PARTNERSHIP OF ANY OTHER
PERSON OTHER THAN THE SUBSIDIARIES AND MATERIAL JOINT VENTURES AND PARTNERSHIPS
SET FORTH ON SECTION 6.01(C) OF THE DISCLOSURE LETTER.
(H)
FINANCIAL POSITION OF THE BORROWER.
TRUE AND COMPLETE COPIES OF
THE AUDITED CONSOLIDATED BALANCE SHEETS AS AT THE END OF THE FISCAL YEARS ENDED
DECEMBER 31, 2002, 2001 AND 2000, AND THE RELATED CONSOLIDATED STATEMENTS OF
INCOME AND CASH FLOW FOR THE BORROWER AND ITS SUBSIDIARIES HAVE BEEN DELIVERED
TO THE ADMINISTRATIVE AGENT AND THE LENDERS.
THE FOREGOING FINANCIAL STATEMENTS
WERE PREPARED IN CONFORMITY WITH GAAP AND FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL POSITION AND THE RESULTS OF OPERATIONS AND CASH FLOWS OF
THE BORROWER AND ITS SUBSIDIARIES, FOR EACH OF THE PERIODS COVERED THEREBY AS AT
THE RESPECTIVE DATES THEREOF.
AS OF THE CLOSING DATE, NO LOAN PARTY HAS ANY
ACCOMMODATION OBLIGATION, CONTINGENT LIABILITY OR LIABILITY FOR ANY TAXES,
LONG-TERM LEASES OR COMMITMENTS, NOT REFLECTED IN THE FOREGOING FINANCIAL
STATEMENTS WHICH WILL HAVE OR IS REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT.
(I)
PROJECTIONS.
THE BORROWER HAS DELIVERED TO THE ADMINISTRATIVE
AGENT AND EACH LENDER PURSUANT TO SECTION 5.01(I) CERTAIN PROJECTED FINANCIAL
STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES WHICH HAVE BEEN PREPARED IN GOOD
FAITH AND USING ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED.
(J)
LITIGATION; ADVERSE EFFECTS.
EXCEPT AS SET FORTH IN
SECTIONS 6.01(J) AND 6.01(O) OF THE DISCLOSURE LETTER, THERE IS NO ACTION, SUIT,
PROCEEDING, INVESTIGATION OR ARBITRATION BEFORE OR BY ANY GOVERNMENTAL AUTHORITY
OR PRIVATE ARBITRATOR PENDING OR, TO THE KNOWLEDGE OF EACH LOAN PARTY, OVERTLY
THREATENED AGAINST SUCH LOAN PARTY OR ANY OF ITS ASSETS (I) CHALLENGING THE
VALIDITY OR THE ENFORCEABILITY OF ANY OF THE LOAN DOCUMENTS OR TRANSACTIONS
CONTEMPLATED THEREBY OR (II) IN WHICH THERE IS A REASONABLE POSSIBILITY OF AN
ADVERSE DETERMINATION AND WHICH, IF ADVERSELY DETERMINED, WILL OR IS REASONABLY
LIKELY TO RESULT IN ANY MATERIAL ADVERSE EFFECT.
THERE IS NO MATERIAL LOSS
CONTINGENCY WITHIN THE MEANING OF GAAP WHICH HAS NOT BEEN REFLECTED IN THE
FINANCIAL STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES AND WHICH WILL OR IS
REASONABLY LIKELY TO RESULT IN ANY MATERIAL ADVERSE EFFECT.
NO LOAN PARTY IS
(A) IN VIOLATION OF ANY APPLICABLE REQUIREMENTS OF LAW WHICH VIOLATION WILL HAVE
OR IS REASONABLY LIKELY TO HAVE A MATERIAL
51
Adverse Effect or (B) subject to, or in default with respect to, any final
judgment, writ, injunction, restraining order or order of any nature, decree,
rule or regulation of any court or Governmental Authority which will have or is
reasonably likely to have