CONDITION OF THE CO-ISSUERS AND THE
GUARANTORS. AS OF THE RELEVANT DATE, THE OFFERING MEMORANDUM DOES NOT INCLUDE
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING;
(II)
AS OF THE RELEVANT DATE, THE OFFERING
MEMORANDUM CONTAINS ALL OF THE INFORMATION THAT, IF REQUESTED BY A PROSPECTIVE
PURCHASER OF THE SECURITIES, WOULD BE REQUIRED TO BE PROVIDED TO SUCH
PROSPECTIVE PURCHASER PURSUANT TO RULE 144A(D)(4) UNDER THE SECURITIES ACT;
(III)
THE PRELIMINARY MARKETING MATERIALS AND THE
OFFERING MEMORANDUM HAVE BEEN OR WILL HAVE BEEN PREPARED BY THE CO-ISSUERS, THE
PARENT COMPANIES AND THE GUARANTORS FOR USE BY THE INITIAL PURCHASER IN
CONNECTION WITH THE EXEMPT RESALES (AS DEFINED BELOW). NO ORDER OR DECREE
PREVENTING THE USE OF THE PRELIMINARY MARKETING MATERIALS OR THE OFFERING
MEMORANDUM, OR ANY ORDER ASSERTING THAT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT HAS
BEEN ISSUED, AND NO PROCEEDING FOR THAT PURPOSE HAS COMMENCED OR IS PENDING OR,
TO THE KNOWLEDGE OF THE CO-ISSUERS, OR ANY OF THE GUARANTORS IS CONTEMPLATED;
(IV)
AS OF THE RELEVANT DATE, EACH OF THE BASE
INDENTURE, THE SUPPLEMENT, THE GUARANTEED SECURITIES AND THE G&C AGREEMENTS WILL
CONFORM IN ALL MATERIAL RESPECTS TO THE DESCRIPTION THEREOF CONTAINED IN THE
OFFERING MEMORANDUM;
(V)
ASSUMING THE ACCURACY OF THE REPRESENTATIONS
AND WARRANTIES OF THE INITIAL PURCHASER CONTAINED IN SECTION 2 AND THEIR
COMPLIANCE WITH THE AGREEMENTS SET FORTH THEREIN, IT IS NOT NECESSARY, IN
CONNECTION WITH THE ISSUANCE AND SALE OF THE SECURITIES TO THE INITIAL PURCHASER
AND THE OFFER, RESALE AND DELIVERY OF THE SECURITIES BY THE INITIAL PURCHASER IN
THE MANNER CONTEMPLATED BY THIS AGREEMENT AND THE INDENTURE, TO REGISTER THE
GUARANTEED SECURITIES UNDER THE SECURITIES ACT OR TO QUALIFY THE INDENTURE OR
THE G&C AGREEMENTS UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED;
(VI)
EACH OF THE CO-ISSUERS AND THE GUARANTORS HAS
BEEN DULY INCORPORATED AS A CORPORATION OR FORMED AS A LIMITED LIABILITY
COMPANY, AS THE CASE MAY
4
BE, AND IS VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS FORMATION, IS QUALIFIED TO DO BUSINESS AND IS IN GOOD
STANDING AS A FOREIGN CORPORATION OR LIMITED LIABILITY COMPANY IN EACH
JURISDICTION IN WHICH THE OWNERSHIP OR LEASE OF PROPERTY OR THE CONDUCT OF ITS
BUSINESS REQUIRES SUCH QUALIFICATION EXCEPT FOR SUCH FAILURES TO QUALIFY TO DO
BUSINESS OR BE IN GOOD STANDING AS A FOREIGN CORPORATION OR LIMITED LIABILITY
COMPANY AS ARE NOT REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT, AND
HAS THE REQUISITE CORPORATE POWER AND AUTHORITY OR THE REQUISITE POWER AND
AUTHORITY UNDER ITS OPERATING AGREEMENT, AS THE CASE MAY BE, TO OWN OR HOLD ITS
PROPERTIES AND TO CONDUCT THE BUSINESS IN WHICH IT IS ENGAGED AS DESCRIBED IN
THE DRAFT OFFERING MEMORANDUM (AS OF THE