ENSURE THE LEGALITY, VALIDITY OR ENFORCEABILITY
HEREOF OR THEREOF.
(D)
ENFORCEABILITY OF FACILITY DOCUMENTS.
THIS SALE AGREEMENT AND EACH OTHER
FACILITY DOCUMENTS TO BE DELIVERED BY THE SELLER IN CONNECTION HEREWITH
CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS OF THE SELLER ENFORCEABLE
AGAINST THE SELLER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS RELATING
TO OR AFFECTING CREDITORS' RIGHTS GENERALLY AND BY EQUITABLE PRINCIPLES.
(E)
FINANCIAL STATEMENTS.
(I) THE CONSOLIDATED BALANCE SHEETS OF THE SELLER
AND ITS CONSOLIDATED SUBSIDIARIES AS AT DECEMBER 31, 2002, AND THE RELATED
STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF THE SELLER AND ITS
CONSOLIDATED SUBSIDIARIES FOR THE FISCAL YEAR THEN ENDED, CERTIFIED BY DELOITTE
& TOUCHE, INDEPENDENT PUBLIC ACCOUNTANTS, AND THE UNAUDITED INTERIM CONSOLIDATED
BALANCE SHEETS OF THE SELLER AND ITS SUBSIDIARIES AS OF MARCH 31, 2003 AND THE
RELATED CONSOLIDATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS FOR
THE FISCAL YEAR AND THREE MONTHS THEN ENDING (THE "INTERIM FINANCIALS"), IN EACH
CASE FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION OF THE SELLER AND ITS
CONSOLIDATED SUBSIDIARIES AS AT SUCH DATES AND THE CONSOLIDATED RESULTS OF THE
OPERATIONS OF THE SELLER AND ITS CONSOLIDATED SUBSIDIARIES FOR THE PERIOD ENDED
ON SUCH DATES, ALL IN ACCORDANCE WITH GAAP, AND SINCE DECEMBER 31, 2002, THERE
HAS BEEN NO MATERIAL ADVERSE CHANGE IN ANY SUCH CONDITION OR OPERATIONS, EXCEPT
AS REFLECTED IN THE INTERIM FINANCIALS.
NEITHER THE SELLER NOR ANY OF ITS
SUBSIDIARIES HAS ANY MATERIAL
8
liabilities or obligations other than those disclosed in the financial
statements referred to above or for which adequate reserves are reflected in
such financial statements.
(F)
NO LITIGATION.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING, OR TO
THE KNOWLEDGE OF THE SELLER THREATENED, AGAINST OR AFFECTING THE SELLER OR ANY
OF ITS SUBSIDIARIES, OR THE PROPERTY OF THE SELLER OR ANY OF ITS SUBSIDIARIES,
IN ANY COURT, OR BEFORE ANY ARBITRATOR OF ANY KIND, OR BEFORE OR BY ANY
GOVERNMENTAL BODY, WHICH MAY MATERIALLY ADVERSELY AFFECT (I) THE BUSINESS,
PROPERTIES, OPERATIONS, PROSPECTS, PROFITS OR CONDITION (FINANCIAL OR OTHERWISE)
FINANCIAL CONDITION OF THE SELLER OR (II) THE ABILITY OF THE SELLER TO PERFORM
ITS OBLIGATIONS UNDER THIS SALE AGREEMENT OR (III) THE COLLECTIBILITY OF THE
RECEIVABLES.
NEITHER THE SELLER NOR ANY OF ITS SUBSIDIARIES IS IN DEFAULT WITH
RESPECT TO ANY ORDER OF ANY COURT, ARBITRATOR OR GOVERNMENTAL BODY EXCEPT FOR
DEFAULTS WITH RESPECT TO ORDERS OF GOVERNMENTAL AGENCIES WHICH DEFAULTS ARE NOT
MATERIAL TO THE BUSINESS OR OPERATIONS OF THE SELLER OR ANY OF ITS SUBSIDIARIES
OR THE SELLER'S ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER.
(G)
USE OF PROCEEDS.
NO PROCEEDS OF ANY PURCHASE WILL BE USED BY THE SELLER TO
ACQUIRE ANY SECURITY IN ANY TRANSACTION WHICH IS SUBJECT TO SECTION 13 OR 14 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(H)
PERFECTION OF INTEREST IN TRANSFERRED ASSETS.
PRIOR TO THE BUYER'S
PURCHASE AND/OR ACQUISITION OF EACH TRANSFERRED ASSET HEREUNDER, THE SELLER IS
OR