EXCEPT AS DESCRIBED IN THE PRICING
DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM, (I) NEITHER THE COMPANY, ANY
GUARANTOR NOR ANY OF THEIR RESPECTIVE SUBSIDIARIES SHALL HAVE SUSTAINED, SINCE
THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS INCLUDED IN THE PRICING
DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM, ANY LOSS OR INTERFERENCE WITH
ITS BUSINESS FROM FIRE, EXPLOSION, FLOOD OR OTHER CALAMITY, WHETHER OR NOT
COVERED BY INSURANCE, OR FROM ANY LABOR DISPUTE OR COURT OR GOVERNMENTAL ACTION,
ORDER OR DECREE, OR (II) SINCE SUCH DATE, THERE SHALL NOT HAVE BEEN ANY CHANGE
IN THE CAPITAL STOCK OR LONG-TERM DEBT OF THE COMPANY, ANY
GUARANTOR OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR ANY CHANGE, OR ANY
DEVELOPMENT INVOLVING A PROSPECTIVE CHANGE, IN OR AFFECTING THE CONDITION
(FINANCIAL OR OTHERWISE), RESULTS OF OPERATIONS, STOCKHOLDERS' EQUITY,
PROPERTIES, MANAGEMENT, BUSINESS OR PROSPECTS OF THE COMPANY, THE GUARANTORS AND
THEIR RESPECTIVE SUBSIDIARIES, TAKEN AS A WHOLE, THE EFFECT OF WHICH, IN ANY
SUCH CASE DESCRIBED IN CLAUSE (I) OR (II), IS, INDIVIDUALLY OR IN THE AGGREGATE,
IN THE JUDGMENT OF THE REPRESENTATIVES, SO MATERIAL AND ADVERSE AS TO MAKE IT
IMPRACTICABLE OR INADVISABLE TO PROCEED WITH THE OFFERING OR THE DELIVERY OF THE
NOTES BEING DELIVERED ON THE CLOSING DATE ON THE TERMS AND IN THE MANNER
CONTEMPLATED IN THE PRICING DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM.
(J)
THE COMPANY AND EACH GUARANTOR SHALL
HAVE FURNISHED OR CAUSED TO BE FURNISHED TO THE INITIAL PURCHASERS DATED AS OF
THE CLOSING DATE A CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER OF THE COMPANY AND EACH GUARANTOR, OR OTHER OFFICERS
SATISFACTORY TO THE INITIAL PURCHASERS, AS TO SUCH MATTERS AS THE
REPRESENTATIVES MAY REASONABLY REQUEST, INCLUDING, WITHOUT LIMITATION, A
STATEMENT THAT:
(I)
THE REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE COMPANY AND THE GUARANTORS IN SECTION 2 ARE TRUE AND CORRECT
ON AND AS OF THE CLOSING DATE, AND THE COMPANY HAS COMPLIED WITH ALL ITS
AGREEMENTS CONTAINED HEREIN AND SATISFIED ALL THE CONDITIONS ON ITS PART TO BE
PERFORMED OR SATISFIED HEREUNDER AT OR PRIOR TO THE CLOSING DATE; AND
(II)
THEY HAVE EXAMINED THE PRICING DISCLOSURE
PACKAGE AND THE OFFERING MEMORANDUM, AND, IN THEIR OPINION, (A) THE PRICING
DISCLOSURE PACKAGE, AS OF THE APPLICABLE TIME, AND THE OFFERING MEMORANDUM, AS
OF ITS DATE AND AS OF THE CLOSING DATE, DID NOT AND DO NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT AND DID NOT AND DO NOT OMIT TO STATE A MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING AND (B) SINCE THE DATE OF THE PRICING
DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM, NO EVENT HAS OCCURRED WHICH
SHOULD HAVE BEEN SET FORTH IN A SUPPLEMENT OR AMENDMENT TO THE PRICING
DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM.
(K)
SUBSEQUENT TO THE EARLIER OF THE APPLICABLE
TIME AND THE EXECUTION AND DELIVERY OF THIS AGREEMENT (I) NO DOWNGRADING SHALL
HAVE OCCURRED IN THE RATING ACCORDED THE COMPANY'S DEBT SECURITIES BY