UNDER, THE INVESTMENT COMPANY ACT OF 1940.
SECTION 3.09.
TAXES.
EACH OF THE COMPANY AND ITS SUBSIDIARIES HAS TIMELY FILED
OR CAUSED TO BE FILED ALL TAX RETURNS AND REPORTS REQUIRED TO HAVE BEEN FILED
AND HAS PAID OR CAUSED TO BE PAID ALL TAXES REQUIRED TO HAVE BEEN PAID BY IT,
EXCEPT (A) TAXES THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND FOR WHICH THE COMPANY OR SUCH SUBSIDIARY, AS APPLICABLE, 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.
SECTION 3.10.
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 3.11.
DISCLOSURE.
THE COMPANY HAS DISCLOSED TO THE LENDERS ALL
AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH IT OR ANY
OF ITS SUBSIDIARIES IS SUBJECT, AND ALL OTHER MATTERS KNOWN TO IT, THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
NEITHER THE INFORMATION MEMORANDUM NOR ANY OF THE
OTHER REPORTS, FINANCIAL STATEMENTS, CERTIFICATES OR OTHER INFORMATION FURNISHED
BY OR ON BEHALF OF THE COMPANY OR ANY SUBSIDIARY TO THE ADMINISTRATIVE AGENT OR
ANY LENDER IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT OR DELIVERED
HEREUNDER (AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO FURNISHED OR
FILED WITH THE SEC) WHEN TAKEN AS A WHOLE AND WHEN TAKEN TOGETHER WITH THE
COMPANY'S FILINGS WITH THE SEC PRIOR TO THE DATE HEREOF CONTAINS ANY MATERIAL
MISSTATEMENT OF FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING; PROVIDED THAT, WITH RESPECT TO PROJECTED FINANCIAL
INFORMATION, THE BORROWERS REPRESENT ONLY THAT SUCH INFORMATION WAS PREPARED IN
GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME (IT
BEING UNDERSTOOD THAT SUCH PROJECTIONS MAY VARY FROM ACTUAL RESULTS AND SUCH
VARIANCES MAY BE MATERIAL).
SECTION 3.12.
FEDERAL RESERVE REGULATIONS.
NO PART OF THE PROCEEDS OF ANY LOAN
HAVE BEEN USED OR WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE
THAT ENTAILS A VIOLATION OF ANY OF THE REGULATIONS OF THE BOARD, INCLUDING
REGULATIONS T, U AND X.
SECTION 3.13.
Liens.
There are no Liens on any of the real or personal
properties of the Company or any Subsidiary except for Liens permitted by
Section 6.02.
SECTION 3.14.
NO DEFAULT.
EACH BORROWER IS IN FULL COMPLIANCE WITH THIS
AGREEMENT AND NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 3.15.
NO BURDENSOME RESTRICTIONS.
ON THE DATE HEREOF, NO BORROWER IS
SUBJECT TO ANY BURDENSOME RESTRICTIONS EXCEPT BURDENSOME RESTRICTIONS PERMITTED
UNDER SECTION 6.08.
SECTION 3.16.
SOLVENCY.
47
(A)
IMMEDIATELY AFTER THE CONSUMMATION OF THE TRANSACTIONS TO OCCUR ON THE
EFFECTIVE