LOAN DOCUMENTS OR THE EXISTING CREDIT AGREEMENT IS IN ALL MATERIAL RESPECTS
TRUE, ACCURATE AND COMPLETE AS OF THE DATE REFERRED TO THEREIN, AND NO SUCH
PERSON HAS OMITTED TO STATE THEREIN (OR FAILED TO INCLUDE IN ANY SUCH DOCUMENT)
ANY MATERIAL FACT OR ANY FACT NECESSARY TO MAKE SUCH INFORMATION NOT
MISLEADING.
ALL PROJECTIONS GIVEN TO THE AGENT OR ANY LENDER BY OR ON BEHALF OF
THE BORROWER OR ANY SUBSIDIARY HAVE BEEN PREPARED WITH A REASONABLE BASIS AND IN
GOOD FAITH MAKING USE OF SUCH INFORMATION AS WAS AVAILABLE AT THE DATE SUCH
PROJECTION WAS MADE.
THE PROJECTIONS AND PRO FORMA FINANCIAL INFORMATION
CONTAINED IN SUCH MATERIALS ARE BASED UPON GOOD FAITH ESTIMATES AND ASSUMPTIONS
BELIEVED BY THE BORROWER TO BE REASONABLE AT THE TIME MADE AND AS OF THE CLOSING
DATE, IT BEING RECOGNIZED THAT SUCH PROJECTIONS AS TO FUTURE EVENTS ARE NOT TO
BE VIEWED AS FACTS AND THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED
BY ANY SUCH PROJECTIONS MAY DIFFER FROM THE PROJECTED RESULTS.
3.16
REAL PROPERTY ASSETS.
SCHEDULE 3.16 SETS FORTH ALL REAL PROPERTY
THAT, AS OF THE CLOSING DATE, IS OWNED, LEASED, OCCUPIED, USED, CONTROLLED,
MANAGED OR OPERATED BY THE BORROWER AND ITS SUBSIDIARIES.
3.17
PERMITS, ETC..
THE BORROWER AND ITS SUBSIDIARIES HAVE ALL PERMITS,
LICENSES, AUTHORIZATIONS AND APPROVALS REQUIRED FOR EACH OF THEM LAWFULLY TO
OWN, LEASE, CONTROL, MANAGE AND OPERATE ITS PROPERTIES AND BUSINESSES, EXCEPT
FOR SUCH PERMITS, LICENSES, AUTHORIZATIONS OR APPROVALS FOR WHICH THE FAILURE TO
OBTAIN OR MAINTAIN COULD NOT HAVE A MATERIAL ADVERSE EFFECT.
TO THE BORROWER'S
KNOWLEDGE, NO CONDITION EXISTS OR EVENT HAS OCCURRED WHICH, IN ITSELF OR WITH
THE GIVING OF NOTICE OR LAPSE OF TIME OR BOTH, WOULD RESULT IN THE SUSPENSION,
REVOCATION, IMPAIRMENT, FORFEITURE OR NON-RENEWAL OF ANY SUCH PERMIT, LICENSE,
AUTHORIZATION OR APPROVAL.
39
3.18
NATURE OF BUSINESS.
NEITHER THE BORROWER NOR ANY SUBSIDIARY IS
ENGAGED IN ANY BUSINESS OTHER THAN DEVELOPING, MANUFACTURING, DISTRIBUTING,
PACKAGING, MARKETING AND SELLING COSMETICS FOR THE CONSUMER MARKET, OR FOR
PERSONS WHO ARE, IN TURN, SELLING COSMETICS FOR THE CONSUMER MARKET.
3.19
CAPITAL STRUCTURE AND EQUITY OWNERSHIP.
SCHEDULE 3.19 HERETO
ACCURATELY AND COMPLETELY DISCLOSES, AS OF THE CLOSING DATE, (A) THE NUMBER AND
CLASSES OF EQUITY OWNERSHIP RIGHTS AND INTERESTS IN THE PLEDGOR, THE BORROWER
AND EACH SUBSIDIARY (WHETHER EXISTING AS COMMON OR PREFERRED STOCK, GENERAL OR
LIMITED PARTNERSHIP INTERESTS, OR LIMITED LIABILITY COMPANY MEMBERSHIP
INTERESTS, OR WARRANTS, OPTIONS OR OTHER INSTRUMENTS CONVERTIBLE INTO SUCH
EQUITY, AND INCLUDING, WITH RESPECT TO THE PLEDGOR, EACH SHAREHOLDER'S INTEREST
THEREIN ON A FULLY-DILUTED BASIS) AND (B) THE OWNERSHIP THEREOF.
ALL SUCH
SHARES AND INTERESTS ARE VALIDLY EXISTING, FULLY PAID AND NON-ASSESSABLE.
AS OF
THE CLOSING DATE, THERE ARE NO EQUITYHOLDER AGREEMENTS, OTHER THAN AS SET FORTH
ON SCHEDULE 3.19.
3.20
INSOLVENCY.
AFTER GIVING EFFECT TO THE REPAYMENT OF ALL
INDEBTEDNESS TO BE REPAID ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, THE FUNDING OF LOANS AND THE ISSUANCE OF ANY LETTERS OF CREDIT
ON