NET
RECEIVABLES POOL BALANCE OR IDENTIFIED AS SUCH IN ANY MONTHLY REPORT, AN
ELIGIBLE RECEIVABLE.
(H)
EACH MONTHLY REPORT (IF PREPARED BY THE COMPANY, OR TO THE EXTENT
THAT INFORMATION CONTAINED THEREIN IS SUPPLIED BY THE COMPANY), INFORMATION,
EXHIBIT, FINANCIAL STATEMENT, DOCUMENT, BOOK, RECORD OR REPORT FURNISHED AT ANY
TIME BY THE COMPANY TO THE AGENT OR ANY LENDER IN CONNECTION WITH THIS AGREEMENT
IS ACCURATE IN ALL MATERIAL RESPECTS AS OF ITS DATE OR (EXCEPT AS OTHERWISE
DISCLOSED TO THE AGENT OR SUCH
31
LENDER, AS THE CASE MAY BE, AT SUCH TIME) AS OF THE DATE SO FURNISHED, AND NO
SUCH DOCUMENT CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR OMITS TO STATE A
MATERIAL FACT OR ANY FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN NOT
MISLEADING; PROVIDED THAT, WITH RESPECT TO FORWARD LOOKING STATEMENTS, THE
COMPANY REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED
UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME AND NOTES THAT THERE CAN
BE NO ASSURANCE THAT SUCH EXPECTATIONS, BELIEFS OR PROJECTIONS WILL BE ACHIEVED
OR ACCOMPLISHED AND THAT SUCH PROJECTIONS ARE SUBJECT TO AN INCREASING DEGREE OF
UNCERTAINTY AS THEY RELATE TO LATER PERIODS OF TIME.
(I)
[RESERVED].
(J)
THE COMPANY HAS, AND IS, NOT (I) ENGAGED IN ANY NON-EXEMPT
"PROHIBITED TRANSACTION" AS DEFINED IN PART 4 OF TITLE I(B) OF ERISA; (II)
ENGAGED IN ANY PROCEEDING IN WHICH THE PENSION BENEFIT GUARANTY CORPORATION
SHALL SEEK APPOINTMENT, OR IS APPOINTED, AS TRUSTEE OR ADMINISTRATOR OF ANY
"PLAN," AS DEFINED IN ERISA; OR (III) TERMINATED OR TERMINATING ANY "PLAN," AS
DEFINED IN TITLE IV OF ERISA.
THE COMPANY DOES NOT HAVE (A) ANY "ACCUMULATED
FUNDING DEFICIENCY" AS DEFINED IN SECTION 302(A)(2) OF ERISA OR (B) ANY
"REPORTABLE EVENT" AS DEFINED IN SECTION 4043(C) OF ERISA FOR WHICH THE 30-DAY
NOTICE REQUIREMENT HAS NOT BEEN WAIVED BY REGULATION.
(K)
THE COMPANY IS NOT ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT
ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE, WHETHER
IMMEDIATE, INCIDENTAL OR ULTIMATE, OF BUYING OR CARRYING MARGIN STOCK, AS
DEFINED IN REGULATION U PROMULGATED BY THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM FROM TIME TO TIME, AND NO PART OF THE PROCEEDS OF ANY REVOLVING
LOAN HEREUNDER WILL BE USED TO BUY OR CARRY ANY MARGIN STOCK.
NO PART OF THE
PROCEEDS OF ANY REVOLVING LOAN HEREUNDER WILL BE USED TO ACQUIRE STOCK OF ANY
CORPORATION THE BOARD OF DIRECTORS OF WHICH HAS PUBLICLY STATED ITS OPPOSITION
TO SUCH ACQUISITION OR FAILS TO ENDORSE SUCH ACQUISITION.
(L)
THIS AGREEMENT, TOGETHER WITH THE FILING OF THE FINANCING
STATEMENT CONTEMPLATED BY SECTION 2, IS EFFECTIVE TO, AND SHALL, CREATE IN FAVOR
OF THE AGENT A VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN EACH
RECEIVABLE EXISTING OR HEREAFTER ARISING AND IN THE RELATED SECURITY AND
COLLECTIONS WITH RESPECT THERETO, FREE AND CLEAR OF ANY ADVERSE CLAIM, EXCEPT AS
CREATED IN CONNECTION HEREWITH.
THERE HAVE BEEN DULY FILED ALL FINANCING
STATEMENTS OR OTHER SIMILAR INSTRUMENTS OR