as a whole (excluding in any case a decline in the net asset
value of the Borrower or a change in general market conditions or values of the
Borrower's Portfolio Investments), or (ii) the validity or enforceability of any
of the Loan Documents or the rights or remedies of the Administrative Agent and
the Lenders thereunder.
SECTION 3.05.
LITIGATION.
(a)
Actions, Suits and Proceedings.
There are no actions, suits,
investigations or proceedings by or before any arbitrator or Governmental
Authority now pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.
(b)
Disclosed Matters.
Since the date of this Agreement, there has
been no change in the status of the Disclosed Matters that, individually or in
the aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.
SECTION 3.06.
COMPLIANCE WITH LAWS AND AGREEMENTS.
EACH OF THE BORROWER AND
ITS SUBSIDIARIES IS IN COMPLIANCE WITH ALL LAWS, REGULATIONS AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS PROPERTY AND ALL INDENTURES,
AGREEMENTS AND OTHER INSTRUMENTS BINDING UPON IT OR ITS PROPERTY, EXCEPT WHERE
THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NONE OF THE OBLIGORS IS
SUBJECT TO ANY CONTRACT OR OTHER ARRANGEMENT, THE PERFORMANCE OF WHICH BY THEM
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.07.
HOLDING COMPANY STATUS.
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES IS A "HOLDING COMPANY" AS DEFINED IN, OR SUBJECT TO REGULATION
UNDER, THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, PROVIDED THAT THE
BORROWER MAKES NO REPRESENTATION UNDER THIS SECTION AT ANY TIME ON OR AFTER
FEBRUARY 8, 2006.
SECTION 3.08.
TAXES.
EACH OF THE BORROWER AND ITS SUBSIDIARIES HAS TIMELY
FILED OR CAUSED TO BE FILED ALL MATERIAL TAX RETURNS AND REPORTS REQUIRED TO
HAVE BEEN FILED AND HAS PAID OR CAUSED TO BE PAID ALL MATERIAL TAXES REQUIRED TO
HAVE BEEN PAID BY IT, EXCEPT (A) TAXES THAT ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND FOR WHICH SUCH PERSON HAS SET ASIDE ON ITS BOOKS
ADEQUATE RESERVES OR (B) TO THE EXTENT THAT THE FAILURE TO DO SO COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
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SECTION 3.09.
ERISA.
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO
OCCUR THAT, WHEN TAKEN TOGETHER WITH ALL OTHER SUCH ERISA EVENTS FOR WHICH
LIABILITY IS REASONABLY EXPECTED TO OCCUR, COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.10.
DISCLOSURE.
THE BORROWER HAS DISCLOSED TO THE LENDERS ALL
AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO