THE LIENS CREATED
HEREUNDER) ON ANY OF ITS OR THEIR RESPECTIVE PROPERTIES OR REVENUES PURSUANT TO
ANY SUCH REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION.
(J)
COMPLIANCE WITH LAW.
NO PRACTICE, PROCEDURE OR POLICY EMPLOYED
OR PROPOSED TO BE EMPLOYED BY SELLER IN THE CONDUCT OF ITS BUSINESS VIOLATES ANY
LAW, REGULATION, JUDGMENT, AGREEMENT, REGULATORY CONSENT, ORDER OR DECREE
APPLICABLE TO IT WHICH, IF ENFORCED, WOULD RESULT IN EITHER A MATERIAL ADVERSE
EFFECT WITH RESPECT TO SELLER.
(K)
NO DEFAULT.
NEITHER THE SELLER NOR ANY OF ITS SUBSIDIARIES IS IN
DEFAULT UNDER OR WITH RESPECT TO ANY OF ITS CONTRACTUAL OBLIGATIONS IN ANY
RESPECT WHICH SHOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
(L)
CHIEF EXECUTIVE OFFICE; CHIEF OPERATING OFFICE.
THE SELLERS'
CHIEF EXECUTIVE OFFICE AND CHIEF OPERATING OFFICE ON THE EFFECTIVE DATE IS
LOCATED AT 350 SOUTH GRAND AVENUE, LOS ANGELES, CALIFORNIA 90071.
(M)
LOCATION OF BOOKS AND RECORDS.
THE LOCATION WHERE THE SELLER KEEPS
ITS BOOKS AND RECORDS INCLUDING ALL COMPUTER TAPES AND RECORDS RELATING TO THE
PURCHASED ITEMS IS ITS CHIEF EXECUTIVE OFFICE OR CHIEF OPERATING OFFICE OR THE
OFFICES OF THE CUSTODIAN.
(N)
TRUE AND COMPLETE DISCLOSURE.
THE INFORMATION, REPORTS, FINANCIAL
STATEMENTS, EXHIBITS AND SCHEDULES FURNISHED IN WRITING BY OR ON BEHALF OF THE
SELLER OR ANY OF ITS SUBSIDIARIES TO THE BUYER IN CONNECTION WITH THE
NEGOTIATION, PREPARATION OR DELIVERY OF THIS AGREEMENT AND THE OTHER PROGRAM
DOCUMENTS OR INCLUDED HEREIN OR THEREIN OR DELIVERED PURSUANT HERETO OR THERETO,
WHEN TAKEN AS A WHOLE, DO NOT CONTAIN ANY UNTRUE STATEMENT OF MATERIAL FACT OR
OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS HEREIN OR
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING. ALL WRITTEN INFORMATION FURNISHED AFTER THE DATE HEREOF BY OR ON
BEHALF OF THE SELLER OR ANY OF ITS SUBSIDIARIES TO THE BUYER IN CONNECTION WITH
THIS AGREEMENT AND THE OTHER PROGRAM DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY WILL BE TRUE, COMPLETE AND ACCURATE IN EVERY MATERIAL
RESPECT, OR (IN THE CASE OF PROJECTIONS) BASED ON REASONABLE ESTIMATES, ON THE
DATE AS OF WHICH SUCH INFORMATION IS STATED OR CERTIFIED. THERE IS NO FACT KNOWN
TO A RESPONSIBLE OFFICER THAT, AFTER DUE INQUIRY, COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT THAT HAS NOT BEEN DISCLOSED HEREIN, IN THE
OTHER PROGRAM DOCUMENTS OR IN A REPORT, FINANCIAL STATEMENT, EXHIBIT, SCHEDULE,
DISCLOSURE LETTER OR OTHER WRITING FURNISHED TO THE BUYER FOR USE IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
35
(O)
TANGIBLE NET WORTH; LIQUIDITY; RATIO OF TOTAL INDEBTEDNESS TO
TANGIBLE NET WORTH; RATIO OF ADJUSTED INDEBTEDNESS TO TANGIBLE NET WORTH;
PROFITABILITY.
(A) AAMES INVESTMENT'S TANGIBLE NET WORTH, ON A CONSOLIDATED
BASIS IS EQUAL TO OR GREATER THAN $250,000,000 PLUS 50% OF ANY SUBSEQUENT
ADDITIONAL CAPITAL RAISED IN A PUBLIC OR PRIVATE OFFERING BY AAMES INVESTMENT,
AND (B) THE AGGREGATE AMOUNT OF THE AAMES INVESTMENT'S CASH AND