PERIODS ENDED ON THE DATES OF SUCH BALANCE SHEETS
HERETOFORE FURNISHED TO BUYER, FAIRLY PRESENT THE FINANCIAL CONDITION OF SELLER
AND ITS SUBSIDIARIES AS OF SUCH DATES AND THE RESULTS OF ITS AND THEIR
OPERATIONS FOR THE PERIODS ENDED ON SUCH DATES.
ON THE DATES OF SUCH BALANCE
SHEETS, SELLER HAD NO KNOWN MATERIAL LIABILITIES, DIRECT OR INDIRECT, FIXED OR
CONTINGENT, MATURED OR UNMATURED, OR LIABILITIES FOR TAXES, LONG-TERM LEASES OR
UNUSUAL FORWARD OR LONG-TERM COMMITMENTS NOT DISCLOSED BY, OR RESERVED AGAINST
ON, SAID BALANCE SHEETS AND RELATED STATEMENTS, AND AT THE PRESENT TIME THERE
ARE NO MATERIAL UNREALIZED OR ANTICIPATED LOSSES FROM ANY LOANS, ADVANCES OR
OTHER COMMITMENTS OF SELLER EXCEPT AS HERETOFORE DISCLOSED TO BUYER IN WRITING.
SAID FINANCIAL STATEMENTS WERE PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A
CONSISTENT BASIS THROUGHOUT THE PERIODS INVOLVED.
SINCE THE DATE OF SUCH
BALANCE SHEET, THERE HAS BEEN NO MATERIAL ADVERSE EFFECT, NOR IS SELLER AWARE OF
ANY STATE OF FACTS PARTICULAR TO SELLER WHICH (WITH OR WITHOUT NOTICE OR LAPSE
OF TIME OR BOTH) COULD REASONABLY BE EXPECTED TO RESULT IN ANY SUCH MATERIAL
ADVERSE EFFECT.
(XIV)
REGULATION U.
SELLER IS NOT ENGAGED PRINCIPALLY,
OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR
THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK, AND NO PART OF THE PROCEEDS
OF ANY SALES MADE HEREUNDER WILL BE USED TO PURCHASE OR CARRY ANY MARGIN STOCK
OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING ANY
MARGIN STOCK.
(XV)
INVESTMENT COMPANY ACT.
NEITHER SELLER NOR ANY
OF ITS SUBSIDIARIES IS AN "INVESTMENT COMPANY" OR CONTROLLED BY AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(XVI)
AGREEMENTS.
NEITHER SELLER NOR ANY OF ITS
SUBSIDIARIES IS A PARTY TO ANY AGREEMENT, INSTRUMENT OR INDENTURE, OR SUBJECT TO
ANY RESTRICTION, MATERIALLY OR ADVERSELY AFFECTING ITS BUSINESS, OPERATIONS,
ASSETS OR FINANCIAL CONDITION, EXCEPT AS DISCLOSED IN THE FINANCIAL STATEMENTS
DESCRIBED IN PARAGRAPH 11(G).
NONE OF SELLER'S SUBSIDIARIES IS SUBJECT TO ANY
DIVIDEND RESTRICTION IMPOSED BY A GOVERNMENTAL AUTHORITY OTHER THAN THOSE UNDER
APPLICABLE STATUTORY LAW.
NEITHER SELLER NOR ANY OF ITS SUBSIDIARIES IS IN
DEFAULT IN
33
THE PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS
OR CONDITIONS CONTAINED IN ANY AGREEMENT, INSTRUMENT OR INDENTURE WHICH DEFAULT
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO HOLDER
OF ANY DEBT OF SELLER OR OF ANY OF ITS SUBSIDIARIES HAS GIVEN NOTICE OF ANY
ALLEGED DEFAULT THEREUNDER, OR, IF GIVEN, THE SAME HAS BEEN CURED OR WILL BE
CURED BY SELLER OR THE RELEVANT SUBSIDIARY WITHIN THE CURE PERIOD PROVIDED
THEREIN.
NO ACT OF INSOLVENCY WITH RESPECT TO SELLER OR ANY OF ITS SUBSIDIARIES
OR ANY OF THEIR RESPECTIVE PROPERTIES IS PENDING, CONTEMPLATED OR, TO THE
KNOWLEDGE OF SELLER, THREATENED.
(XVII)
TITLE TO PROPERTIES.
SELLER AND EACH SUBSIDIARY OF
SELLER HAS GOOD, VALID, INSURABLE (IN THE CASE OF REAL PROPERTY) AND MARKETABLE
TITLE TO ALL OF ITS