NO ERISA
EVENT WITH RESPECT TO ANY PLAN IS REASONABLY EXPECTED TO OCCUR, THAT, WHEN TAKEN
TOGETHER WITH ALL OTHER SUCH ERISA EVENTS FOR WHICH LIABILITY IS REASONABLY
EXPECTED TO OCCUR, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(XXI)
NO DEFAULTS. NO EVENT OF DEFAULT OR POTENTIAL EVENT
OF DEFAULT OR, TO ITS 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
20
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.
(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