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Borrowers or (ii) the effect of the law of any jurisdiction (other than the State of New York) wherein any Lender or Applicable Lending Office may be

located or wherein enforcement of the Credit Agreement or the Notes of the Borrowers may be sought which limits rates of interest which may be

charged or collected by such Lender.

6. There is no action, suit, investigation, litigation or proceeding against the Company or any of its Subsidiaries before any court, governmental

agency or arbitrator now pending or, to the best of my knowledge, Threatened that is reasonably likely to have a Material Adverse Effect (other than

the Disclosed Litigation) or that purports to affect the legality, validity or enforceability of the Credit Agreement or any Note of the Borrowers or the

consummation of the transactions contemplated thereby, and there has been no adverse change in the status, or financial effect on the Company or any

of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) of the Credit Agreement.

7. The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

8. The Company is not a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

In connection with the opinions expressed by me above in paragraph 5, I wish to point out that (i) provisions of the Credit Agreement that permit

the Agent or any Lender to take action or make determinations may be subject to a requirement that such action be taken or such determinations be made on a

reasonable basis and in good faith, (ii) that a party to whom an advance is owed may, under certain circumstances, be called upon to prove the outstanding

amount of the Advances evidenced thereby and (iii) the rights of the Agent and the Lenders provided for in Section 9.04(b) of the Credit Agreement may be

limited in certain circumstances.

Very truly yours,

Gail E. Lehman

Assistant General Counsel &

Assistant Secretary