AND EACH
OTHER TRANSACTION DOCUMENT TO WHICH ANY CREDIT PARTY IS A PARTY, WHEN EXECUTED
AND DELIVERED BY SUCH CREDIT PARTY, WILL CONSTITUTE, VALID AND BINDING
OBLIGATIONS OF THE SPONSOR OR SUCH CREDIT
PARTY (AS THE CASE MAY BE), ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, EXCEPT AS MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE SPONSOR OF THIS AGREEMENT, AND BY EACH CREDIT PARTY OF THE OTHER
TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY (A) DO NOT REQUIRE ANY CONSENT OR
APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY ACTION BY, ANY GOVERNMENTAL
AUTHORITY, EXCEPT THOSE AS HAVE BEEN OBTAINED OR MADE AND ARE IN FULL FORCE AND
EFFECT OR WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE AGGREGATE, COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (B) WILL NOT
VIOLATE ANY APPLICABLE LAW OR REGULATION OR THE CHARTER, BY-LAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF THE SPONSOR OR ANY OF ITS SUBSIDIARIES OR ANY
JUDGMENT OR ORDER OF ANY GOVERNMENTAL AUTHORITY BINDING ON THE SPONSOR OR ANY OF
ITS SUBSIDIARIES, (C) WILL NOT VIOLATE OR RESULT IN A DEFAULT UNDER ANY
INDENTURE, MATERIAL AGREEMENT OR OTHER MATERIAL INSTRUMENT BINDING ON THE
SPONSOR OR ANY OF ITS SUBSIDIARIES OR ANY OF ITS ASSETS OR GIVE RISE TO A RIGHT
THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE BY THE SPONSOR OR ANY OF ITS
SUBSIDIARIES AND (D) WILL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN
ON ANY ASSET OF THE SPONSOR OR ANY OF ITS SUBSIDIARIES, EXCEPT LIENS (IF ANY)
CREATED UNDER THE OPERATIVE DOCUMENTS.
FINANCIAL STATEMENTS.
THE SPONSOR HAS FURNISHED TO EACH PARTICIPANT (I) THE
AUDITED CONSOLIDATED BALANCE SHEET OF THE SPONSOR AND ITS SUBSIDIARIES AS OF
DECEMBER 31, 2003, AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME,
SHAREHOLDERS' EQUITY AND CASH FLOWS FOR THE FISCAL YEAR THEN ENDED PREPARED BY
ERNST & YOUNG AND (II) THE UNAUDITED CONSOLIDATED BALANCE SHEET OF THE SPONSOR
AND ITS SUBSIDIARIES AS OF MARCH 31, 2004, AND THE RELATED UNAUDITED
CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS FOR THE FISCAL QUARTER AND
YEAR-TO-DATE PERIOD THEN ENDING, CERTIFIED BY A RESPONSIBLE OFFICER.
SUCH
FINANCIAL STATEMENTS FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION OF THE
SPONSOR AND ITS SUBSIDIARIES AS OF SUCH DATES AND THE CONSOLIDATED RESULTS OF
OPERATIONS FOR SUCH PERIODS IN CONFORMITY WITH GAAP CONSISTENTLY APPLIED,
SUBJECT TO YEAR END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES IN THE CASE
OF THE STATEMENTS REFERRED TO IN CLAUSE (II). SINCE DECEMBER 31, 2003, THERE
HAVE BEEN NO CHANGES WITH RESPECT TO THE SPONSOR AND ITS SUBSIDIARIES WHICH HAVE
HAD OR COULD REASONABLY BE EXPECTED TO HAVE, SINGLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
LITIGATION AND ENVIRONMENTAL MATTERS.
NO LITIGATION, INVESTIGATION OR PROCEEDING OF OR BEFORE ANY ARBITRATORS OR
GOVERNMENTAL AUTHORITIES IS PENDING AGAINST OR,