AND (III), A "MATERIAL ADVERSE
CHANGE").
TO THE ACTUAL KNOWLEDGE OF THE ISSUERS AFTER REASONABLE INQUIRY,
THERE IS NO EVENT THAT IS REASONABLY LIKELY TO OCCUR, WHICH IF IT WERE TO OCCUR,
COULD, SINGLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT, EXCEPT SUCH EVENTS THAT HAVE BEEN DISCLOSED IN THE OFFERING
CIRCULAR.
(EE)
RATINGS.
NO "NATIONALLY RECOGNIZED STATISTICAL
RATING ORGANIZATION" AS SUCH TERM IS DEFINED FOR PURPOSES OF
RULE 436(G)(2) UNDER THE ACT (I) HAS IMPOSED (OR HAS INFORMED EITHER OF THE
ISSUERS THAT IT IS CONSIDERING IMPOSING) ANY CONDITION (FINANCIAL OR OTHERWISE)
ON THE ISSUERS' RETAINING ANY RATING ASSIGNED TO ANY SECURITIES OF EITHER OF THE
ISSUERS, OR (II) HAS INDICATED TO EITHER OF THE ISSUERS THAT IT IS CONSIDERING
(A) THE DOWNGRADING, SUSPENSION, OR WITHDRAWAL OF, OR ANY REVIEW FOR A POSSIBLE
CHANGE THAT DOES NOT INDICATE THE DIRECTION OF THE POSSIBLE CHANGE IN, ANY
RATING SO ASSIGNED, OR (B) ANY CHANGE IN THE OUTLOOK FOR ANY RATING OF ANY
SECURITIES OF EITHER OF THE ISSUERS.
(FF)
SOLVENCY.
EACH OF THE ISSUERS IS INCURRING
ITS RESPECTIVE INDEBTEDNESS UNDER THE NOTES FOR PROPER PURPOSES AND IN GOOD
FAITH.
IMMEDIATELY BEFORE AND AFTER GIVING EFFECT TO THE ISSUANCE OF THE NOTES,
FOR EACH OF THE ISSUERS (ON A CONSOLIDATED BASIS) CONSIDERED AS GOING CONCERNS,
(I) ITS ASSETS AT A FAIR VALUATION EXCEED THE SUM OF ITS DEBTS; (II) THE PRESENT
FAIR SALABLE VALUE OF ITS ASSETS IS NOT LESS THAN THE AMOUNT THAT WILL BE
REQUIRED TO PAY ITS PROBABLY LIABILITY ON ITS EXISTING DEBTS AS THEY BECOME
ABSOLUTE AND MATURED, (III) IT HAS AND WILL HAVE ADEQUATE CAPITAL WITH WHICH TO
CONDUCT THE BUSINESS IT IS PRESENTLY CONDUCTING AND PRESENTLY ANTICIPATES
CONDUCTING; AND (IV) IT DOES NOT INTEND TO INCUR, AND DOES NOT BELIEVE AND
REASONABLY SHOULD NOT BELIEVE THAT IT WILL INCUR, DEBTS BEYOND ITS ABILITY TO
PAY AS THOSE DEBTS BECOME DUE.
NEITHER OF THE ISSUERS IS AWARE OF ANY REASON
WHY IT WOULD BE INAPPROPRIATE TO CONSIDER THE ISSUERS AS A GOING CONCERN.
FOR
PURPOSES OF THIS PARAGRAPH, "DEBTS" INCLUDES CONTINGENT AND UNLIQUIDATED DEBTS,
AT A FAIR VALUATION.
(GG)
NO SOLICITATION.
NEITHER OF THE ISSUERS NOR ANY
OF THEIR AFFILIATES NOR ANYONE ACTING ON THEIR BEHALF HAS (I) TAKEN, DIRECTLY OR
INDIRECTLY, ANY ACTION DESIGNED TO CAUSE OR TO RESULT IN, OR THAT HAS
CONSTITUTED OR WHICH MIGHT REASONABLY BE EXPECTED TO CONSTITUTE, THE
STABILIZATION OR MANIPULATION OF THE PRICE OF THE NOTES OR TO FACILITATE THE
SALE OR RESALE OF ANY OF THE NOTES, (II) SOLD, BID FOR, PURCHASED, OR PAID
ANYONE ANY COMPENSATION FOR SOLICITING PURCHASES OF, ANY OF THE NOTES, OR
(III) PAID OR AGREED TO PAY TO ANY PERSON ANY COMPENSATION FOR SOLICITING
ANOTHER TO PURCHASE ANY OTHER SECURITIES OF EITHER OF THE ISSUERS.
(HH)
NO REGISTRATION.
WITHOUT LIMITING SECTIONS 6(O)
AND 6(P), NO REGISTRATION UNDER THE ACT, AND NO QUALIFICATION OF THE INDENTURE
UNDER THE TIA IS REQUIRED FOR THE SALE OF THE NOTES TO