AFFECTING THE RIGHTS OR REMEDIES OF CREDITORS GENERALLY
AND THE EFFECT OF GENERAL PRINCIPLES OF EQUITY, WHETHER ENFORCEMENT IS
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
(E)
THE CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS AT
DECEMBER 31, 2003, AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME AND CASH
FLOWS OF THE BORROWER AND ITS SUBSIDIARIES FOR THE FISCAL YEAR THEN ENDED,
ACCOMPANIED BY AN OPINION OF KPMG LLP, INDEPENDENT PUBLIC ACCOUNTANTS, COPIES OF
WHICH HAVE BEEN DELIVERED OR MADE AVAILABLE TO THE LENDERS, FAIRLY PRESENT IN
ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE BORROWER AND
ITS SUBSIDIARIES AS AT SUCH DATE AND THE CONSOLIDATED RESULTS OF THE OPERATIONS
AND CASH FLOWS OF THE BORROWER AND ITS SUBSIDIARIES FOR THE PERIOD ENDED ON SUCH
DATE.
SINCE DECEMBER 31, 2003, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE.
(F)
THERE IS NO PENDING OR, TO THE KNOWLEDGE OF ANY SPECIFIED OFFICER,
THREATENED ACTION, SUIT, INVESTIGATION, LITIGATION OR PROCEEDING, INCLUDING,
WITHOUT LIMITATION, ANY ENVIRONMENTAL ACTION, AGAINST THE BORROWER OR ANY OF ITS
SUBSIDIARIES OR AFFECTING THE PROPERTIES OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES BEFORE ANY COURT, GOVERNMENTAL AGENCY OR ARBITRATOR THAT (I) WOULD
HAVE A MATERIAL ADVERSE EFFECT OR (II) WOULD BE REASONABLY LIKELY TO AFFECT THE
LEGALITY, VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY NOTE OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(G)
THE BORROWER IS NOT ENGAGED IN THE BUSINESS OF EXTENDING CREDIT FOR THE
PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK (WITHIN THE MEANING OF REGULATION
U ISSUED BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM ("REGULATION
U")), AND NO PROCEEDS OF ANY ADVANCE WILL BE USED TO PURCHASE OR CARRY ANY
MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR
CARRYING ANY MARGIN STOCK.
(H)
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES IS AN "INVESTMENT
COMPANY", OR AN "AFFILIATED PERSON" OF, OR "PROMOTER" OR "PRINCIPAL UNDERWRITER"
FOR, AN "INVESTMENT COMPANY", AS SUCH TERMS ARE DEFINED IN THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED.
NEITHER THE MAKING OF ANY ADVANCES, NOR THE
APPLICATION OF THE PROCEEDS OR REPAYMENT THEREOF BY THE BORROWER WILL VIOLATE
ANY PROVISION OF SUCH ACT OR ANY RULE, REGULATION OR ORDER OF THE SECURITIES AND
EXCHANGE COMMISSION THEREUNDER.
(I)
NEITHER THE INFORMATION MEMORANDUM, AS SUPPLEMENTED BY THE BORROWER TO THE
LENDERS (OR TO THE AGENT FOR DISTRIBUTION TO THE LENDERS) IN WRITING PRIOR TO
THE DATE HEREOF, NOR ANY OTHER WRITTEN FACTUAL INFORMATION, EXHIBIT OR REPORT
FURNISHED BY THE BORROWER IN WRITING TO THE AGENT OR ANY LENDER IN CONNECTION
WITH THE NEGOTIATION OF THIS AGREEMENT OR PURSUANT TO THE TERMS OF THIS
AGREEMENT, CONTAINS, AS OF THE DATE FURNISHED, ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS
MADE THEREIN, TAKEN AS A WHOLE, NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THE INFORMATION MEMORANDUM OR SUCH OTHER INFORMATION, EXHIBIT OR
REPORT WAS DELIVERED.