MEMORANDUM UNDER THE CAPTION "DESCRIPTION OF THE NOTES,"
INSOFAR AS THEY PURPORT TO CONSTITUTE A SUMMARY OF THE TERMS OF THE INDENTURE,
THE NOTES AND THE GUARANTEES AND UNDER THE CAPTIONS "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," "BUSINESS,"
"MANAGEMENT," "DESCRIPTION OF OTHER INDEBTEDNESS," "CERTAIN U.S. FEDERAL TAX
CONSEQUENCES," "CERTAIN ERISA CONSIDERATIONS" AND "PLAN OF DISTRIBUTION",
INSOFAR AS THEY PURPORT TO DESCRIBE THE PROVISIONS OF THE LAWS AND DOCUMENTS
REFERRED TO THEREIN, ARE ACCURATE IN ALL MATERIAL RESPECTS.
(TT)
THE COMPANY AND ITS CONTROLLED AFFILIATES HAVE NOT TAKEN,
DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO OR THAT HAS CONSTITUTED OR THAT
REASONABLY BE EXPECTED TO CAUSE OR RESULT IN THE STABILIZATION OR MANIPULATION
OF THE PRICE OF ANY SECURITY OF THE COMPANY OR THE GUARANTORS IN CONNECTION WITH
THE OFFERING OF THE NOTES.
(UU)
EXCEPT AS DISCLOSED IN THE PRICING DISCLOSURE PACKAGE AND THE
OFFERING MEMORANDUM, (I) THE COMPANY HAS ESTABLISHED AND MAINTAINS DISCLOSURE
CONTROLS AND PROCEDURES (AS SUCH TERM IS DEFINED IN RULE 13A-15 UNDER THE
EXCHANGE ACT), (II) SUCH DISCLOSURE CONTROLS AND PROCEDURES ARE DESIGNED TO
ENSURE THAT THE INFORMATION REQUIRED TO BE DISCLOSED BY THE COMPANY IN THE
REPORTS IT FILES OR SUBMITS UNDER THE EXCHANGE ACT (ASSUMING THE COMPANY WAS
REQUIRED TO FILE OR SUBMIT SUCH REPORTS UNDER THE EXCHANGE ACT) IS ACCUMULATED
AND COMMUNICATED TO MANAGEMENT OF THE COMPANY, INCLUDING ITS PRINCIPAL EXECUTIVE
OFFICERS AND PRINCIPAL FINANCIAL OFFICERS, AS APPROPRIATE, TO ALLOW TIMELY
DECISIONS REGARDING REQUIRED DISCLOSURE TO BE MADE; AND (III) SUCH DISCLOSURE
CONTROLS AND PROCEDURES ARE EFFECTIVE IN ALL MATERIAL RESPECTS TO PERFORM THE
FUNCTIONS FOR WHICH THEY WERE ESTABLISHED.
(VV)
EXCEPT AS DISCLOSED IN THE PRICING DISCLOSURE PACKAGE AND THE
OFFERING MEMORANDUM, SINCE THE DATE OF THE MOST RECENT BALANCE SHEET OF THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES REVIEWED OR AUDITED BY GRANT THORNTON
LLP AND THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY, (I) THE
COMPANY HAS NOT BEEN ADVISED OF (A) ANY SIGNIFICANT DEFICIENCIES IN THE DESIGN
OR OPERATION OF INTERNAL CONTROLS THAT WOULD ADVERSELY AFFECT THE ABILITY OF THE
COMPANY TO RECORD, PROCESS, SUMMARIZE AND REPORT FINANCIAL DATA, OR ANY MATERIAL
WEAKNESSES IN INTERNAL CONTROLS OR (B) ANY FRAUD, WHETHER OR NOT MATERIAL, THAT
INVOLVES MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN THE
INTERNAL CONTROLS OF THE COMPANY, AND (II) SINCE THAT DATE, THERE HAVE BEEN NO
SIGNIFICANT CHANGES IN INTERNAL CONTROLS OR IN OTHER FACTORS THAT WOULD
SIGNIFICANTLY AFFECT INTERNAL CONTROLS, INCLUDING ANY CORRECTIVE ACTIONS WITH
REGARD TO SIGNIFICANT DEFICIENCIES AND MATERIAL WEAKNESSES.
(WW)
NO SUBSIDIARY OF THE COMPANY IS CURRENTLY PROHIBITED, DIRECTLY OR
INDIRECTLY, FROM PAYING ANY DIVIDENDS TO THE COMPANY, FROM MAKING ANY OTHER
DISTRIBUTION ON SUCH SUBSIDIARY'S CAPITAL STOCK, FROM REPAYING TO THE COMPANY
ANY LOANS OR ADVANCES TO SUCH SUBSIDIARY FROM THE COMPANY OR FROM TRANSFERRING
ANY OF SUCH SUBSIDIARY'S PROPERTY OR ASSETS TO THE COMPANY OR ANY OTHER
SUBSIDIARY OF THE COMPANY, EXCEPT AS DESCRIBED IN THE PRICING DISCLOSURE PACKAGE
AND THE OFFERING