WILL PRESENT FAIRLY THE FINANCIAL CONDITION OF THE
PERSONS COVERED THEREBY AS AT THE DATES THEREOF AND THE RESULTS OF THEIR
OPERATIONS FOR THE PERIODS THEN ENDED.
16
SECTION 7.5.
LIENS.
NONE OF THE COLLATERAL IS OR
WILL BE SUBJECT TO ANY LIEN, EXCEPT PERMITTED LIENS.
SECTION 7.6.
SUBSIDIARIES.
THE BORROWER HAS NO
SUBSIDIARIES AS OF THE CLOSING DATE.
SECTION 7.7.
INVESTMENT COMPANY ACT.
THE
BORROWER IS NOT AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED.
SECTION 7.8.
PUBLIC UTILITY HOLDING COMPANY ACT.
THE BORROWER IS NOT A "HOLDING COMPANY", OR A "SUBSIDIARY COMPANY" OF A "HOLDING
COMPANY", OR AN "AFFILIATE" OF A "HOLDING COMPANY" OR OF A "SUBSIDIARY COMPANY"
OF A "HOLDING COMPANY, WITHIN THE MEANING OF THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935, AS AMENDED.
SECTION 7.9.
REGULATION U.
THE BORROWER 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.
SECTION 7.10.
ACCURACY OF INFORMATION.
ALL FACTUAL
INFORMATION HERETOFORE OR CONTEMPORANEOUSLY FURNISHED BY OR ON BEHALF OF THE
BORROWER TO THE BANK FOR PURPOSES OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY IS, AND ALL OTHER FACTUAL INFORMATION HEREAFTER
FURNISHED BY OR ON BEHALF OF THE BORROWER TO THE BANK WILL BE, TRUE AND ACCURATE
IN EVERY MATERIAL RESPECT ON THE DATE AS OF WHICH SUCH INFORMATION IS DATED OR
CERTIFIED, AND, TO THE BEST OF ITS KNOWLEDGE, THE BORROWER HAS NOT OMITTED AND
WILL NOT OMIT ANY MATERIAL FACT NECESSARY TO PREVENT SUCH INFORMATION FROM BEING
FALSE OR MISLEADING.
THE BORROWER HAS DISCLOSED TO THE BANK IN WRITING ALL
FACTS OF WHICH THE BORROWER HAS KNOWLEDGE WHICH MIGHT MATERIALLY AND ADVERSELY
AFFECT THE BUSINESS, CREDIT, OPERATIONS, FINANCIAL CONDITION OR PROSPECTS OF THE
BORROWER OR WHICH AT ANY TIME HEREAFTER MIGHT MATERIALLY AND ADVERSELY AFFECT
ANY MATERIAL PORTION OF THE BORROWER'S PROPERTIES, OR THE BORROWER'S ABILITY TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE RELATED DOCUMENTS.
SECTION 7.11.
NO DEFAULT.
TO THE BEST OF BORROWER'S
KNOWLEDGE, NO EVENT HAS OCCURRED AND NO CONDITION EXISTS WHICH, UPON THE
EXECUTION AND DELIVERY OF, OR CONSUMMATION OF ANY TRANSACTION CONTEMPLATED BY,
THIS AGREEMENT OR ANY RELATED DOCUMENT, OR UPON THE FUNDING OF ANY LOAN WILL
CONSTITUTE AN EVENT OF DEFAULT.
SECTION 7.12.
LICENSES AND PERMITS.
TO THE BEST OF ITS
KNOWLEDGE, THE BORROWER HAS OBTAINED ALL LICENSES, PERMITS, FRANCHISES AND OTHER
GOVERNMENTAL AUTHORIZATIONS NECESSARY TO THE OWNERSHIP OF ITS PROPERTIES OR TO
THE CONDUCT OF ITS BUSINESSES, A FAILURE TO OBTAIN OR VIOLATION OF WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 7.13.
COMPLIANCE WITH APPLICABLE LAWS.
EXCEPT
AS SET FORTH ON SCHEDULE 7.13, TO THE BEST OF ITS KNOWLEDGE, THE BORROWER IS
COMPLIANCE WITH THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, REGULATIONS, AND
ORDERS OF ALL GOVERNMENTAL AUTHORITIES (FEDERAL, STATE, LOCAL OR FOREIGN, AND
INCLUDING, WITHOUT LIMITATION,