MISLEADING. THE
EXCHANGE ACT DOCUMENTS, WHEN FILED WITH THE COMMISSION, CONFORMED OR WILL
CONFORM IN ALL MATERIAL RESPECTS TO THE APPLICABLE REQUIREMENTS OF THE EXCHANGE
ACT AND THE APPLICABLE RULES AND REGULATIONS OF THE COMMISSION THEREUNDER;
(XLII)
THE MARKET-RELATED AND CUSTOMER-RELATED DATA AND
ESTIMATES INCLUDED IN THE PRELIMINARY MARKETING MATERIALS, THE DRAFT OFFERING
MEMORANDUM (AS OF THE CLOSING DATE) AND THE OFFERING MEMORANDUM (AS OF THE
RELEVANT DATE) ARE BASED ON OR DERIVED FROM SOURCES THAT THE CO-ISSUERS BELIEVE
TO BE RELIABLE AND ACCURATE IN ALL MATERIAL RESPECTS OR REPRESENT THE
CO-ISSUERS' GOOD FAITH ESTIMATES MADE ON THE BASIS OF DATA DERIVED FROM SUCH
SOURCES;
(XLIII)
THE CO-ISSUERS AND THE GUARANTORS MAINTAIN AND
HAVE MAINTAINED EFFECTIVE INTERNAL CONTROL OVER FINANCIAL REPORTING, AS DEFINED
IN RULE 13A-15 UNDER THE EXCHANGE ACT, AND A SYSTEM OF ACCOUNTING CONTROLS THAT
IS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED
IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION;
(II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE
UNITED STATES AND TO MAINTAIN ACCOUNTABILITY FOR ASSETS; (III) ACCESS TO ASSETS
IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATION; AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH
EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH
RESPECT TO ANY DIFFERENCES;
(XLIV)
(I) EACH OF THE CO-ISSUERS AND GUARANTORS 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 EACH CO-ISSUER OR GUARANTOR IN THE REPORTS IT FILES OR SUBMITS
UNDER THE EXCHANGE ACT (ASSUMING EACH CO-ISSUER OR GUARANTOR WAS REQUIRED TO
FILE OR SUBMIT SUCH REPORTS UNDER THE EXCHANGE ACT) IS ACCUMULATED AND
COMMUNICATED TO MANAGEMENT OF SUCH CO-ISSUER OR GUARANTOR, INCLUDING THEIR
RESPECTIVE 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.
15
(XLV)
NONE OF THE CO-ISSUERS, THE GUARANTORS OR ANY OF
THEIR AFFILIATES HAVE, DIRECTLY OR THROUGH ANY AGENT, SOLD, OFFERED FOR SALE,
SOLICITED OFFERS TO BUY OR OTHERWISE NEGOTIATED IN RESPECT OF ANY SECURITY (AS
SUCH TERM IS DEFINED IN THE SECURITIES ACT), WHICH IS OR WILL BE INTEGRATED WITH
THE SALE OR RESALE OF THE GUARANTEED SECURITIES IN A MANNER THAT WOULD REQUIRE
REGISTRATION OF THE SALE OR RESALE OF THE GUARANTEED SECURITIES UNDER THE
SECURITIES ACT;
(XLVI)
NONE OF THE CO-ISSUERS, THE GUARANTORS OR ANY OF
THEIR AFFILIATES OR ANY OTHER PERSON ACTING ON THEIR BEHALF HAVE ENGAGED, IN
CONNECTION WITH THE OFFERING OF THE GUARANTEED SECURITIES, IN ANY FORM OF
GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE MEANING OF
RULE 502(C) UNDER THE SECURITIES ACT (INCLUDING, BUT NOT LIMITED TO,
ADVERTISEMENTS, ARTICLES, NOTICES OR OTHER COMMUNICATIONS PUBLISHED