BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
10.19
NO INDEBTEDNESS.
NONE OF BORROWER, ANY PRIMARY OBLIGOR, PORTFOLIO
ENTITY, WHOLLY-OWNED SUBSIDIARY OR OTHER LOAN PARTY (I) HAS ANY INDEBTEDNESS
EXCEPT FOR INDEBTEDNESS DESCRIBED IN SCHEDULE 10.19, SCHEDULE 10.20 AND SCHEDULE
8.12(A) AND EXCEPT FOR INDEBTEDNESS PERMITTED BY THIS AGREEMENT WHICH (OTHER
THAN IN THE CASE OF MCS, ANY LATIN AMERICAN ACQUISITION ENTITY
OR ANY EUROPEAN
ACQUISITION ENTITY ) IS REFLECTED IN THE MOST RECENT FINANCIAL STATEMENTS
DELIVERED PURSUANT TO 7.1(A) OR (B) (EXCEPT FOR ANY SUCH INDEBTEDNESS PERMITTED
BY THIS AGREEMENT (X) INCURRED SINCE SUCH MOST RECENT FINANCIAL STATEMENTS WERE
DELIVERED, OR (Y) CONSTITUTING UNSECURED TRADE PAYABLES ARISING IN THE ORDINARY
COURSE OF BUSINESS SINCE THE DATES REFLECTED IN THE JUNE 30, 2004 FINANCIAL
STATEMENTS THAT IS NOT INDEBTEDNESS FOR BORROWED MONEY OR INDEBTEDNESS OF ANY
REO AFFILIATE TO ITS REO PARENT EVIDENCED BY A NOTE PAYABLE TO SUCH REO PARENT,
IN EACH CASE, TO THE EXTENT, IF ANY, NOT REQUIRED BY GAAP TO BE REFLECTED IN
FINANCIAL STATEMENTS) OR (II) HAS GUARANTEED ANY INDEBTEDNESS OR ENTERED INTO OR
ISSUED ANY GUARANTY EQUIVALENT (OTHER THAN AS A RESULT OF THE ENDORSEMENT OF ANY
INSTRUMENT OF ITEMS OF PAYMENT FOR DEPOSIT OR COLLECTION IN THE ORDINARY COURSE
OF BUSINESS OR AS OTHERWISE EXPRESSLY PERMITTED PURSUANT TO THE TERMS HEREOF) IN
RESPECT OF THE OBLIGATIONS OF ANY PERSON.
10.20
AFFILIATE NOTES.
ATTACHED HERETO AS SCHEDULE 10.20 IS A TRUE,
ACCURATE AND COMPLETE SCHEDULE OF ALL PROMISSORY NOTES MADE BY ANY AFFILIATE
PAYABLE TO THE ORDER OF A BORROWER, A WHOLLY-OWNED SUBSIDIARY, A PORTFOLIO
ENTITY OR A RELATED ENTITY, OTHER THAN THE PLEDGED NOTES AND THE EXCLUDED NOTES.
10.21
NO LIABILITY ON LENDERS OR AGENT.
NONE OF THE EXECUTION, DELIVERY
AND PERFORMANCE BY BORROWER OR ANY OTHER LOAN PARTY OF THIS AGREEMENT AND/OR THE
OTHER LOAN DOCUMENTS WILL IMPOSE ON OR SUBJECT ANY OF THE LENDERS OR THE AGENT
TO ANY LIABILITY, WHETHER FIXED OR CONTINGENT, IN RESPECT OF ANY ENVIRONMENTAL
LAW, WHETHER RELATING TO THE OPERATION OF BORROWER'S BUSINESS OR OTHERWISE.
NONE OF THE LENDERS' OR THE AGENT'S EXERCISE OF ANY OF THE RIGHTS OR REMEDIES
DESCRIBED IN THIS AGREEMENT OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL
CONSTITUTE A BREACH OF ANY PROVISION CONTAINED IN ANY AGREEMENT, INSTRUMENT OR
DOCUMENT CONCERNING THE ASSIGNMENT OR LICENSE OF, OR THE PAYMENT OF ROYALTIES
FOR, ANY PATENTS, PATENT RIGHTS, TRADENAMES, TRADEMARKS, TRADE SECRETS,
KNOW-HOW, COPYRIGHTS OR ANY OTHER FORM OF INTELLECTUAL PROPERTY NOW OR AT ANY
TIME OR TIMES HEREAFTER PROTECTED AS SUCH BY ANY APPLICABLE LAW.
10.22
AFFILIATES.
SCHEDULE 10.22 ATTACHED HERETO IS A TRUE, ACCURATE AND
COMPLETE SCHEDULE OF BORROWER'S AFFILIATES AS OF THE EFFECTIVE DATE, TOGETHER
WITH A DESCRIPTION OF BORROWER'S RELATIONSHIP TO EACH SUCH AFFILIATE.
51
10.23
REAL PROPERTY; ENVIRONMENTAL ISSUES.
EXCEPT AS SET FORTH ON
SCHEDULE 10.23, NEITHER BORROWER, ANY PRIMARY OBLIGOR, ANY PORTFOLIO ENTITY OR
ANY RELATED ENTITY OTHER THAN FIRST X, FIRST B, FCS CREAMER, LTD., FCS WOOD
LTD., AND FCS WILDHORSE LTD., FCS FISCHER