IN
THE DISCLOSURE DOCUMENTS IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS AND IS
NOT MISLEADING IN ANY MATERIAL RESPECT AND THERE ARE NO OTHER FACTS IN RELATION
TO THE ISSUER OR ANY NOTES THE OMISSION OF WHICH MAKES, IN THE CONTEXT OF THE
ISSUE OF NOTES, THE DISCLOSURE DOCUMENTS AS A WHOLE OR ANY SUCH INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE THEREIN MISLEADING IN ANY MATERIAL
RESPECT;
3.1.6
FINANCIAL STATEMENTS: THE AUDITED FINANCIAL STATEMENTS OF THE
ISSUER, ANY QUARTERLY UNAUDITED FINANCIAL STATEMENTS OF THE ISSUER AND ANY OTHER
FINANCIAL STATEMENTS OF THE ISSUER ON FORM 8-K PUBLISHED SUBSEQUENTLY THERETO,
AND IN EACH CASE FILED WITH THE SEC AND INCORPORATED BY REFERENCE IN THE
INFORMATION MEMORANDUM, PRESENT FAIRLY AND ACCURATELY THE CONSOLIDATED FINANCIAL
POSITION OF THE ISSUER AND ITS SUBSIDIARIES AS OF THE RESPECTIVE DATES OF SUCH
STATEMENTS AND THE CONSOLIDATED RESULTS OF OPERATIONS OF THE ISSUER AND ITS
SUBSIDIARIES FOR THE PERIODS THEY COVER OR TO WHICH THEY RELATE AND SUCH
FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH THE RELEVANT LAWS OF
THE UNITED STATES AND WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE
UNITED STATES APPLIED
9
ON A CONSISTENT BASIS THROUGHOUT THE PERIODS INVOLVED (UNLESS AND TO THE EXTENT
OTHERWISE STATED THEREIN);
3.1.7
NO MATERIAL ADVERSE CHANGE, NO LITIGATION: SINCE THE DATE OF THE
MOST RECENT AUDITED FINANCIAL STATEMENTS OF THE ISSUER SUPPLIED TO THE DEALER(S)
AND, IN RELATION TO ANY DATE ON WHICH THIS WARRANTY FALLS TO BE MADE AFTER THE
DATE HEREOF, SAVE AS OTHERWISE DISCLOSED BY ANY DISCLOSURE DOCUMENT SUBSEQUENTLY
DELIVERED BY THE ISSUER TO THE DEALER(S):
(A)
THERE HAS BEEN NO ADVERSE CHANGE IN THE BUSINESS, FINANCIAL OR OTHER
CONDITION OF THE ISSUER OR ANY OF ITS SUBSIDIARIES; AND
(B)
THERE IS NO LITIGATION, ARBITRATION OR GOVERNMENTAL PROCEEDING PENDING
OR, TO THE KNOWLEDGE OF THE ISSUER, THREATENED AGAINST OR AFFECTING THE ISSUER
OR ANY OF ITS SUBSIDIARIES,
which in any case could reasonably be expected to be material in the context of
this Agreement and the transactions contemplated hereby;
3.1.8
NO DEFAULT:
THE ISSUER IS NOT IN DEFAULT IN RESPECT OF PAYMENT OF
ANY INDEBTEDNESS FOR BORROWED MONEY WHERE SUCH INDEBTEDNESS IS IN AN AGGREGATE
AMOUNT GREATER THAN U.S.$20,000,000;
3.1.9
NO RATINGS DOWNGRADE: THERE HAS BEEN NO DOWNGRADING, NOR ANY
NOTICE TO THE ISSUER OF ANY INTENDED DOWNGRADING, IN THE RATING ACCORDED TO THE
ISSUER'S SHORT-TERM OR LONG-TERM DEBT BY STANDARD & POOR'S RATINGS SERVICES, A
DIVISION OF THE MCGRAW-HILL COMPANIES INC., OR MOODY'S INVESTORS SERVICE, INC.;
3.1.10
TAXATION: SUBJECT TO COMPLIANCE WITH THE TERMS OF THE AGREEMENTS,
THE ISSUER IS NOT REQUIRED BY ANY LAW OR REGULATION NOR ANY RELEVANT TAXING
AUTHORITY IN THE UNITED STATES TO MAKE ANY DEDUCTION OR WITHHOLDING FROM ANY
PAYMENT DUE UNDER THE NOTES, THE AGENCY AGREEMENT, OR THE DEED OF COVENANT FOR
OR ON ACCOUNT OF ANY INCOME, REGISTRATION, TRANSFER OR TURNOVER TAXES, CUSTOMS
OR OTHER DUTIES OR TAXES OF ANY KIND;
3.1.11
MAXIMUM AMOUNT NOT EXCEEDED: THE OUTSTANDING PRINCIPAL AMOUNT OF
ALL NOTES ON