RECENT ACTIONS Clause Samples

RECENT ACTIONS. 57 8.5 Title......................................................................................... 58 8.6

RECENT ACTIONS. Other than the transactions contemplated by the Acquisition Documents and the Loan Documents, since December 31, 2010, each Company’s business has been conducted in the ordinary course and no Company has: (a) incurred any obligations or liabilities, whether accrued, absolute, contingent or otherwise, other than liabilities incurred and obligations under contracts entered into in the ordinary course of business and other than liabilities to Lender, (b) discharged or satisfied any lien or encumbrance or paid any obligations, absolute or contingent, other than current liabilities, in the ordinary course of business, (c) mortgaged, pledged or subjected to lien or any other encumbrance any of its assets, tangible or intangible (other than Permitted Liens), or cancelled any debts or claims except in the ordinary course of business, or (d) made any loans or otherwise conducted its business other than in the ordinary course.

RECENT ACTIONS. 66 8.5 TITLE............................................................ 66

RECENT ACTIONS. Since the dates of its Current Financial Statements, its business has been conducted in the ordinary course and it has not: (i) incurred any obligations or liabilities, whether accrued, absolute, contingent or otherwise, other than liabilities incurred and obligations under contracts entered into in the ordinary course of business and other than liabilities to Lender; (ii) discharged or satisfied any lien or encumbrance or paid any obligations, absolute or contingent, other than current liabilities, in the ordinary course of business; (iii) mortgaged, pledged or subjected to lien or any other encumbrance any of its assets, tangible or intangible, or cancelled any debts or claims except in the ordinary course of business; or (iv) made any loans or otherwise conducted its business other than in the ordinary course.

RECENT ACTIONS. Since March 31, 2002, the business of the Company and its Subsidiaries has been conducted in the ordinary course and neither the Company nor any of its Subsidiaries has: (i) incurred any debt or other obligations or liabilities, whether accrued, absolute, contingent or otherwise, other than debt and liabilities incurred and obligations under contracts entered into in the ordinary course of business; (ii) discharged, satisfied, paid or cancelled any debt or any obligations, absolute or contingent, other than current liabilities shown on the financial statements referred to in Section 8.2, above, and current liabilities incurred since March 31, 2002 in the ordinary course of business; or (iii) made any loans or otherwise conducted its business other than in the ordinary course.

RECENT ACTIONS. Except as disclosed in the Disclosure Schedule and/or the Proxy Statement/Prospectus, since the dates of the most recent of its Current Financial Statements, its business has been conducted in the ordinary course and it has not: (a) incurred any obligations or liabilities, whether accrued, absolute, contingent or otherwise, other than liabilities incurred and obligations under contracts entered into in the ordinary course of business and other than liabilities to Lender; (b) discharged or satisfied any lien or encumbrance or paid any obligations, absolute or contingent, other than current liabilities, in the ordinary course of business; (c) mortgaged, pledged or subjected to lien or any other encumbrance any of its assets, tangible or intangible, or cancelled any debts or claims except in the ordinary course of business and except for Permitted Liens; or (d) made any loans, other

RECENT ACTIONS. Since March 29, 1998, the business of the Company has been conducted in the ordinary course and the Company has not: (i) incurred any debt or other obligations or liabilities, whether accrued, absolute, contingent or otherwise, other than debt and liabilities incurred and obligations under contracts entered into in the ordinary course of business; (ii) discharged, satisfied, paid or cancelled any debt or any obligations, absolute or contingent, other than current 77 86 liabilities shown on the financial statements referred to in Section 8.2, above, and current liabilities incurred since March 29, 1998 in the ordinary course of business; or (iii) made any loans or otherwise conducted its business other than in the ordinary course.

RECENT ACTIONS. Except as disclosed in the Disclosure Schedule, since the dates of its Current Financial Statements, its business has been conducted in the ordinary course and it has not: (a) incurred any obligations or liabilities, whether accrued, absolute, contingent or otherwise, other than liabilities incurred and obligations under contracts entered into in the ordinary course of business and other than liabilities to Lender; (b) as to Borrower only, discharged or satisfied any lien or encumbrance or paid any obligations, absolute or contingent, other than current liabilities, in the ordinary course of business; (c) mortgaged, pledged or subjected to lien or any other encumbrance any of its assets, tangible or intangible, or cancelled any debts or claims except in the ordinary course of business; or (d) made any loans or otherwise conducted its business other than in the ordinary course of business. For the purposes of this Section 4, the --------- "ordinary course of business" shall be deemed to include Guarantor's syndication business.

RECENT ACTIONS. Since March 31, 1996, the business of the Company has been conducted in the ordinary course and the Company has not: (i) incurred any debt or other obligations or liabilities, whether accrued, absolute, contingent or otherwise, other than debt and liabilities incurred and obligations under contracts entered into in the ordinary course of business; (ii) discharged, satisfied, paid or cancelled any debt or any obligations, absolute or contingent, other than current liabilities shown on the financial statements referred to in 57