KNOWLEDGE, TERMINATION EVENT OR POTENTIAL TERMINATION EVENT OR ANY EVENT
OF SIMILAR IMPORT (IN EACH CASE AS DEFINED IN THE APPLICABLE AGREEMENT) WITH
RESPECT TO IT HAS OCCURRED AND IS CONTINUING AND NO SUCH EVENT OR CIRCUMSTANCE
WOULD OCCUR AS A RESULT OF ITS ENTERING INTO OR PERFORMING ITS OBLIGATIONS UNDER
THIS AGREEMENT OR ANY SPECIFIED AGREEMENT TO WHICH IT IS A PARTY.
(XXII)
SOLVENCY. SUCH PARTY IS, AND AFTER GIVING EFFECT TO THE INCURRENCE
OF ALL INDEBTEDNESS AND OBLIGATIONS BEING INCURRED IN CONNECTION HEREWITH WILL
BE, SOLVENT.
(XXIII)
ACCURACY OF SPECIFIED INFORMATION. ALL APPLICABLE INFORMATION THAT
IS FURNISHED IN WRITING BY OR ON BEHALF OF IT TO PARTY A AND IS IDENTIFIED FOR
THE PURPOSE OF THIS PART 5(J)(XXIII) IN THE SCHEDULE IS, AS OF THE DATE OF THE
INFORMATION, TRUE, ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
(XXIV)
PAYER TAX REPRESENTATION. EACH REPRESENTATION SPECIFIED IN THIS
SCHEDULE AS BEING MADE BY IT FOR THE PURPOSE OF THIS PART 5(J)(XXIV) IS ACCURATE
AND TRUE.
(XXV)
PAYEE TAX REPRESENTATIONS. EACH REPRESENTATION SPECIFIED IN THIS
SCHEDULE AS BEING MADE BY IT FOR THE PURPOSE OF THIS PART 5(J)(XXV) IS ACCURATE
AND TRUE.
(XXVI)
REAL PROPERTY.
SUCH PARTY DOES NOT OWN ANY REAL PROPERTY.
20
(K)
FURTHER REPRESENTATIONS OF THE PARTIES.
PARTY A, PARTY B AND EACH
SPECIFIED ENTITY OF PARTY B REPRESENTS TO THE OTHER PARTY (WHICH REPRESENTATIONS
WILL BE DEEMED TO BE REPRESENTED BY EACH PARTY AND EACH SUCH SPECIFIED ENTITY ON
EACH DATE ON WHICH A TRANSACTION IS ENTERED INTO AND AT ALL TIMES UNTIL THIS
AGREEMENT IS TERMINATED) THAT:
(I)
NON-RELIANCE.
IN CONNECTION WITH THIS AGREEMENT, ANY SPECIFIED
AGREEMENT TO WHICH IT IS A PARTY, EACH TRANSACTION, AND ANY OTHER DOCUMENTATION
RELATING TO THIS AGREEMENT TO WHICH IT IS A PARTY OR THAT IT IS REQUIRED BY THIS
AGREEMENT TO DELIVER:
(A)
IT IS NOT RELYING UPON ANY REPRESENTATIONS (WHETHER WRITTEN OR
ORAL) OF THE OTHER PARTY OTHER THAN THE REPRESENTATIONS EXPRESSLY SET FORTH IN
THIS AGREEMENT, SUCH SPECIFIED AGREEMENT AND IN ANY CONFIRMATION;
(B)
IT HAS CONSULTED WITH ITS OWN LEGAL, REGULATORY, TAX, BUSINESS,
INVESTMENT, FINANCIAL AND ACCOUNTING ADVISORS TO THE EXTENT IT HAS DEEMED
NECESSARY, AND IT HAS MADE ITS OWN INVESTMENT, HEDGING AND TRADING DECISIONS
(INCLUDING DECISIONS REGARDING THE SUITABILITY OF ANY TRANSACTION PURSUANT TO
THIS AGREEMENT) BASED UPON ITS OWN JUDGMENT AND UPON ANY ADVICE FROM SUCH
ADVISORS AS IT HAS DEEMED NECESSARY AND NOT UPON ANY VIEW EXPRESSED BY THE OTHER
PARTY;
(C)
IT HAS A FULL UNDERSTANDING OF ALL THE TERMS, CONDITIONS AND RISKS
(ECONOMIC AND OTHERWISE) OF THE AGREEMENT AND EACH TRANSACTION AND IS CAPABLE OF
ASSUMING AND WILLING TO ASSUME (FINANCIALLY AND OTHERWISE) THOSE RISKS;
(D)
IT IS ENTERING INTO THIS AGREEMENT, SUCH SPECIFIED AGREEMENTS, EACH
TRANSACTION AND SUCH OTHER DOCUMENTATION AS PRINCIPAL, AND NOT AS AGENT OR IN
ANY OTHER CAPACITY, FIDUCIARY OR OTHERWISE; AND
(E)
THE OTHER PARTY IS NOT ACTING AS A FIDUCIARY OR FINANCIAL,
INVESTMENT OR COMMODITY TRADING ADVISOR FOR IT, IT BEING UNDERSTOOD THAT