could reasonably
be expected to have a Material Adverse Effect.
The Advances will constitute
Debt for federal income tax purposes.
(J)
FULL DISCLOSURE.
NO REPRESENTATION OR WARRANTY OF THE BORROWER
CONTAINED IN THIS AGREEMENT, ANY BORROWING BASE CERTIFICATE, ANY OF THE OTHER
RELATED DOCUMENTS OR ANY OTHER DOCUMENT, CERTIFICATE OR WRITTEN STATEMENT
FURNISHED BY ON BEHALF OF THE BORROWER TO THE ADMINISTRATIVE AGENT OR ANY LENDER
RELATING TO THIS AGREEMENT, THE TRANSFERRED RECEIVABLES OR ANY OF THE OTHER
RELATED DOCUMENTS CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED,
OMITS OR WILL OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS CONTAINED HEREIN OR THEREIN NOT MISLEADING IN ANY MATERIAL RESPECT IN
LIGHT OF THE CIRCUMSTANCES IN WHICH THE SAME WERE MADE. ALL INFORMATION
CONTAINED IN THIS AGREEMENT, ANY BORROWING BASE CERTIFICATE OR ANY OF THE OTHER
RELATED DOCUMENTS, OR ANY OTHER WRITTEN STATEMENT OR INFORMATION FURNISHED TO
ANY LENDER OR THE ADMINISTRATIVE AGENT HAS BEEN PREPARED IN GOOD FAITH BY THE
MANAGEMENT OF THE BORROWER WITH THE EXERCISE OF REASONABLE DILIGENCE.
(K)
ERISA.
THE BORROWER IS IN COMPLIANCE WITH ERISA AND HAS NOT
INCURRED AND DOES NOT EXPECT TO INCUR ANY LIABILITIES (OTHER THAN (X) PREMIUM
PAYMENTS ARISING IN THE ORDINARY COURSE OF BUSINESS, (Y) LIABILITIES ARISING
UNDER SECTION 4041(B) OF ERISA AND (Z) INTEREST OR PENALTIES IN CONNECTION WITH
LATE PREMIUM PAYMENTS THAT HAVE NOT REMAINED OUTSTANDING FOR MORE THAN THIRTY
(30) DAYS FROM THE DAY SUCH INTEREST OR PENALTIES WERE INCURRED) PAYABLE TO THE
PBGC UNDER TITLE IV OF ERISA.
(L)
BROKERS.
NO BROKER OR FINDER ACTING ON BEHALF OF THE BORROWER
WAS EMPLOYED OR UTILIZED IN CONNECTION WITH THIS AGREEMENT OR THE OTHER RELATED
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND THE BORROWER
HAS NO OBLIGATION TO ANY PERSON IN RESPECT OF ANY FINDER'S OR BROKERAGE FEES IN
CONNECTION THEREWITH.
21
(M)
MARGIN REGULATIONS.
THE BORROWER IS NOT ENGAGED IN THE BUSINESS OF
EXTENDING CREDIT FOR THE PURPOSE OF "PURCHASING" OR "CARRYING" ANY "MARGIN
SECURITY," AS SUCH TERMS ARE DEFINED IN REGULATION U OF THE FEDERAL RESERVE
BOARD AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT (SUCH SECURITIES BEING
REFERRED TO HEREIN AS "MARGIN STOCK").
THE BORROWER OWNS NO MARGIN STOCK, AND
NO PORTION OF THE PROCEEDS OF THE ADVANCES MADE HEREUNDER WILL BE USED, DIRECTLY
OR INDIRECTLY, FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK, FOR
THE PURPOSE OF REDUCING OR RETIRING ANY DEBT THAT WAS ORIGINALLY INCURRED TO
PURCHASE OR CARRY ANY MARGIN STOCK OR FOR ANY OTHER PURPOSE THAT MIGHT CAUSE ANY
PORTION OF SUCH PROCEEDS TO BE CONSIDERED A "PURPOSE CREDIT" WITHIN THE MEANING
OF REGULATIONS T, U OR X OF THE FEDERAL RESERVE BOARD.
THE BORROWER WILL NOT
TAKE OR PERMIT TO BE TAKEN ANY ACTION THAT MIGHT CAUSE ANY RELATED DOCUMENT TO
VIOLATE ANY REGULATION OF THE FEDERAL RESERVE BOARD.
(N)
NONAPPLICABILITY OF BULK SALES LAWS.
NO TRANSACTION CONTEMPLATED
BY THIS AGREEMENT OR ANY OF THE RELATED DOCUMENTS