Investment Company Act and Xxxxxxx Rule Representations. (i) The Borrower is not a “covered fund” within the meaning of the final regulations issued December 10, 2013, implementing Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, commonly known as the “Xxxxxxx Rule” (in making such determination, the Borrower considered that either (A) the Borrower will not be a “covered fund” if Borrower is not deemed to be an “investment company” as that term is defined in Section 3(a)(1) of the Investment Company Act or, (B) if the Borrower is an “investment company,” the Borrower will rely on the exemption from the definition of “investment company” provided by Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the Borrower); (ii) the Borrower is not, and immediately after giving effect to the transactions completed on the Closing Date hereunder will not be, required to register as an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act; and (iii) the Purchased Receivables and other assets included in the Collateral are “eligible assets” as defined in Rule 3a-7 of the Investment Company Act.
Investment Company Act and Xxxxxxx Rule Representations. (i) The Borrower is not a “covered fund” under Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the implementing regulations therefor (the “Xxxxxxx Rule”), and is making the determination that it is not a “covered fund” in reliance on the exemption from the definition of “investment company” provided by Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the Borrower; (ii) the Borrower is not, and immediately after giving effect to the transactions completed on the Closing Date hereunder will not be, required to register as an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act; and (iii) the Purchased Receivables and other assets included in the Collateral are “eligible assets” as defined in Rule 3a-7 of the Investment Company Act. Each Loan is an “eligible asset” as defined in Rule 3a-7 of the Investment Company Act.
Investment Company Act and Xxxxxxx Rule Representations. (i) The Borrower is not a “covered fund” within the meaning of the final regulations issued December 10, 2013, implementing Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, commonly known as the “Xxxxxxx Rule.” In determining that the Borrower is not a covered fund, the Borrower is entitled to the benefit of the exemption provided under Section 3(c)(5) of the Investment Company Act, though other exemptions may be available. The Borrower is not, and immediately after giving effect to the transactions completed on the Closing Date hereunder will not be, required to register as an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act.
Investment Company Act and Xxxxxxx Rule Representations. (i) The Borrower is not a “covered fund” within the meaning of the final regulations issued December 10, 2013, implementing Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, commonly known as the “Xxxxxxx Rule.” In determining that the Borrower is not a covered fund, the Borrower is entitled to the benefit of the exemption provided under Section 3(c)(5) of the Investment Company Act, though other exemptions may be available. The Borrower is not, and immediately after giving effect to the transactions completed on the Closing Date hereunder will not be, required to register as an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act. (i) Full Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower to the Administrative Agent in connection with the negotiation, preparation or delivery of the Transaction Documents or included therein or delivered pursuant thereto (but excluding any projections, forward looking statements, budgets, estimates and general market data as to which the Borrower only represents and warrants that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time), when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of the Borrower to the Administrative Agent in connection with the Transaction Documents and the transactions contemplated thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to an Authorized Officer of the Borrower that, after due inquiry, could reasonably be expected to have a Material Adverse Change that has not been disclosed in the Transaction Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing
