NO TRANSFER TAXES OR OTHER
SIMILAR FEES OR CHARGES UNDER FEDERAL LAW OR THE LAWS OF ANY STATE, OR ANY
POLITICAL SUBDIVISION THEREOF, REQUIRED TO BE PAID IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE ISSUANCE BY THE COMPANY OR SALE
BY THE COMPANY OF THE NOTES.
(MM)
SINCE THE DATE AS OF WHICH INFORMATION IS GIVEN IN THE
PRICING DISCLOSURE PACKAGE, NEITHER THE COMPANY NOR ANY GUARANTOR HAS (I) ISSUED
OR GRANTED ANY SECURITIES, (II) INCURRED ANY LIABILITY OR OBLIGATION, DIRECT OR
CONTINGENT, OTHER THAN LIABILITIES AND OBLIGATIONS THAT WERE INCURRED IN THE
ORDINARY COURSE OF BUSINESS, (III) ENTERED INTO ANY MATERIAL TRANSACTION NOT IN
THE ORDINARY COURSE OF BUSINESS OR (IV) DECLARED OR PAID ANY DIVIDEND ON ITS
CAPITAL STOCK.
(NN)
EXCEPT AS DISCLOSED IN THE PRICING DISCLOSURE
PACKAGE AND THE OFFERING MEMORANDUM, THE COMPANY (I) MAKES AND KEEPS IN
REASONABLE DETAIL ACCURATE BOOKS AND RECORDS AND (II) MAINTAINS AND HAS
MAINTAINED EFFECTIVE INTERNAL CONTROL OVER FINANCIAL REPORTING AS DEFINED IN
RULE 13A-15(F) UNDER THE EXCHANGE ACT AND A SYSTEM OF INTERNAL ACCOUNTING
CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (A) TRANSACTIONS ARE
EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION, (B)
TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF ITS FINANCIAL
STATEMENTS IN CONFORMITY WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE
UNITED STATES AND TO MAINTAIN ACCOUNTABILITY FOR ITS ASSETS, (C) ACCESS TO ITS
ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATION AND
(D) THE REPORTED ACCOUNTABILITY FOR ITS ASSETS IS COMPARED
WITH EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN
WITH RESPECT TO ANY DIFFERENCES.
(OO)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
(I) IS IN VIOLATION OF ITS CHARTER OR BY-LAWS (OR SIMILAR ORGANIZATIONAL
DOCUMENTS), (II) IS IN DEFAULT, AND NO EVENT HAS OCCURRED THAT, WITH NOTICE OR
LAPSE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A DEFAULT, IN THE DUE PERFORMANCE
OR OBSERVANCE OF ANY TERM, COVENANT, CONDITION OR OTHER OBLIGATION CONTAINED IN
ANY INDENTURE, MORTGAGE, DEED OF TRUST, LOAN AGREEMENT, LICENSE OR OTHER
AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND OR TO
WHICH ANY OF ITS PROPERTIES OR ASSETS IS SUBJECT OR (III) IS IN VIOLATION OF ANY
STATUTE OR ANY ORDER, RULE OR REGULATION OF ANY COURT OR GOVERNMENTAL
12
AGENCY OR BODY HAVING JURISDICTION OVER IT OR ITS PROPERTY OR ASSETS OR HAS
FAILED TO OBTAIN ANY LICENSE, PERMIT, CERTIFICATE, FRANCHISE OR OTHER
GOVERNMENTAL AUTHORIZATION OR PERMIT NECESSARY TO THE OWNERSHIP OF ITS PROPERTY
OR TO THE CONDUCT OF ITS BUSINESS, EXCEPT IN THE CASE OF CLAUSES (II) AND (III),
TO THE EXTENT ANY SUCH CONFLICT, BREACH, VIOLATION OR DEFAULT WOULD NOT, IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(PP)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES,
NOR, TO THE KNOWLEDGE OF THE COMPANY AND THE GUARANTORS, ANY DIRECTOR, OFFICER,
AGENT, EMPLOYEE OR OTHER PERSON ASSOCIATED WITH OR ACTING ON BEHALF OF THE