THE COMPANY NOR ANY OF
ITS AFFILIATES WILL ENTER INTO, ANY CONTRACTUAL ARRANGEMENT WITH RESPECT TO THE
DISTRIBUTION OF THE ORIGINAL NOTES EXCEPT FOR THIS AGREEMENT.
(XXXI)
TO THE BEST KNOWLEDGE OF THE ISSUERS, AS OF MARCH 28, 2003, NONE OF
THE ISSUERS HAD ANY MATERIAL LIABILITIES OR OBLIGATIONS, DIRECT OR CONTINGENT,
THAT WERE NOT SET FORTH IN THE COMPANY'S CONSOLIDATED BALANCE SHEET AS OF SUCH
DATE OR IN THE NOTES THERETO SET FORTH IN THE OFFERING MEMORANDUM.
SINCE MARCH
28, 2003, EXCEPT AS SET FORTH OR CONTEMPLATED IN THE OFFERING MEMORANDUM,
(A) NONE OF THE ISSUERS HAS (1) INCURRED ANY LIABILITIES OR OBLIGATIONS, DIRECT
OR CONTINGENT, THAT WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, OR (2) ENTERED INTO ANY MATERIAL TRANSACTION NOT IN THE ORDINARY COURSE
OF BUSINESS, (B) THERE HAS NOT BEEN ANY EVENT OR DEVELOPMENT WITH RESPECT TO THE
BUSINESS OR CONDITION (FINANCIAL OR OTHER) OF THE ISSUERS THAT, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, (C) THERE HAS BEEN NO DIVIDEND OR DISTRIBUTION OF ANY
KIND DECLARED, PAID OR MADE BY THE COMPANY ON ANY CLASS OF ITS CAPITAL STOCK AND
(D) THERE HAS NOT BEEN ANY MATERIAL INCREASE IN THE LONG-TERM DEBT OF THE
ISSUERS.
(XXXII)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES (NOR ANY AGENT
THEREOF ACTING ON ITS OR THEIR BEHALF) HAS TAKEN, AND NONE OF THEM WILL TAKE,
ANY ACTION THAT MIGHT CAUSE THIS AGREEMENT OR THE ISSUANCE OR SALE OF THE NOTES
TO VIOLATE REGULATION
17
T, U OR X OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, AS IN EFFECT,
OR AS THE SAME MAY HEREAFTER BE IN EFFECT, ON THE CLOSING DATE.
(XXXIII)
ERNST & YOUNG LLP IS AN INDEPENDENT ACCOUNTANT WITHIN THE MEANING
OF THE ACT.
THE HISTORICAL FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED
IN THE OFFERING MEMORANDUM PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE
CONSOLIDATED FINANCIAL POSITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE
COMPANY AND ITS SUBSIDIARIES AT THE RESPECTIVE DATES AND FOR THE RESPECTIVE
PERIODS INDICATED.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE
WITH GAAP APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS PRESENTED (EXCEPT
AS DISCLOSED IN THE OFFERING MEMORANDUM).
THE OTHER FINANCIAL AND STATISTICAL
INFORMATION AND DATA INCLUDED IN THE OFFERING MEMORANDUM ARE ACCURATELY
PRESENTED IN ALL MATERIAL RESPECTS AND PREPARED ON A BASIS CONSISTENT WITH THE
FINANCIAL STATEMENTS AND THE BOOKS AND RECORDS OF THE COMPANY AND ITS
SUBSIDIARIES.
(XXXIV)
AS OF THE DATE HEREOF AND IMMEDIATELY PRIOR TO AND IMMEDIATELY
FOLLOWING THE ISSUANCE OF THE NOTES ON THE CLOSING DATE EACH OF THE ISSUERS IS
AND WILL BE SOLVENT.
NO ISSUER IS CONTEMPLATING EITHER THE FILING OF A PETITION
BY IT UNDER ANY BANKRUPTCY OR INSOLVENCY LAWS OR THE LIQUIDATING OF ALL OR A
SUBSTANTIAL PORTION OF ITS PROPERTY, AND THE ISSUERS HAVE NO KNOWLEDGE OF ANY
PERSON CONTEMPLATING THE FILING OF ANY SUCH PETITION AGAINST ANY ISSUER.
AS
USED HEREIN, "SOLVENT"