ITS FINANCIAL STATEMENTS.
12.12
FINANCIAL CONDITION.
THE BALANCE SHEETS OF SELLER PROVIDED TO MBF
PURSUANT TO SUBSECTION 3.1(C) HEREOF (AND, IF APPLICABLE, ITS SUBSIDIARIES, ON A
CONSOLIDATED BASIS) AS AT THE STATEMENT DATE AND THE INTERIM DATE, AND THE
RELATED STATEMENTS OF INCOME, CHANGES IN STOCKHOLDERS' EQUITY, AND CASH FLOWS
FOR THE PERIODS ENDED ON THE STATEMENT DATE AND THE INTERIM DATE HERETOFORE
FURNISHED TO MBF, FAIRLY PRESENT THE FINANCIAL CONDITION OF SELLER AND ITS
SUBSIDIARIES AS AT THE STATEMENT DATE AND THE INTERIM DATE AND THE RESULTS OF
ITS AND THEIR OPERATIONS FOR THE PERIODS ENDED ON THE STATEMENT DATE AND THE
INTERIM DATE.
ON THE STATEMENT DATE AND ON THE INTERIM DATE, 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 MBF IN WRITING.
SAID FINANCIAL
STATEMENTS WERE PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS
THROUGHOUT THE PERIODS INVOLVED.
SINCE THE STATEMENT DATE, THERE HAS BEEN NO
28
MATERIAL ADVERSE CHANGE, NOR IS SELLER AWARE OF ANY STATE OF FACTS PARTICULAR TO
SELLER WHICH (WITH OR WITHOUT NOTICE OR LAPSE OF TIME OR BOTH) WOULD OR COULD
RESULT IN ANY SUCH MATERIAL ADVERSE CHANGE.
12.13
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.
12.14
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.
12.15
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
SUBSECTION 3.1(C) HEREOF.
SELLER AND EACH SUBSIDIARY ARE NOT IN DEFAULT IN THE
PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS OR
CONDITIONS CONTAINED IN ANY AGREEMENT, INSTRUMENT, OR INDENTURE WHICH DEFAULT
WOULD OR COULD RESULT IN A MATERIAL ADVERSE CHANGE.
NO HOLDER OF ANY
INDEBTEDNESS 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 WITHIN THE CURE PERIOD PROVIDED THEREIN.
NO LIQUIDATION OR
DISSOLUTION OF SELLER OR ANY OF ITS SUBSIDIARIES AND NO RECEIVERSHIP,
INSOLVENCY, BANKRUPTCY, REORGANIZATION OR OTHER SIMILAR PROCEEDINGS RELATIVE TO
SELLER OR