circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.
SECTION 3.12. Guarantors. The Subsidiary Guarantors (together with the
Borrower and any Related Entities in which Investments are permitted pursuant to
Section 6.04(i)), are all of the Parent Companies Subsidiaries, and each of the
Subsidiary Guarantors and the Borrower is a wholly owned Parent Companies
Subsidiary. Each of the Parent Companies and Capital Corporation is a wholly
owned Subsidiary of RMG.
SECTION 3.13. Collateral Documents. Each of the representations and
warranties made by each of the Borrower and its Subsidiaries in the Collateral
Documents to which it is a party is true and correct.
SECTION 3.14. Acquisition Documents. As of the Effective Date, each of
the representations and warranties made by each of the Borrower and its
Subsidiaries in the Acquisition Documents to which it is a party is true and
correct in all material respects.
SECTION 3.15. Solvency. As of the Effective Date, after giving effect
to the transactions contemplated hereby to occur on the Effective Date, and on
the occasion of any extension of credit under this Agreement: (i) the aggregate
fair market value of the assets of each of the Borrower and its Subsidiaries
will exceed its liabilities (including contingent, subordinated, unmatured and
unliquidated liabilities), (ii) each of the Borrower and its Subsidiaries will
be able to pay its debts as they mature and (iii) each of the Borrower and its
Subsidiaries will not have unreasonably small capital for the business in which
it is engaged.
SECTION 3.16. Interest Rate Protection Program. As of the Effective
Date, the Borrower has, at its sole cost and expense, entered into interest rate
protection agreements with respect to the interest rate payable on the Loans, on
terms and conditions previously disclosed to the Agents and the Lenders, and
such interest rate protection agreements are in full force and effect.