THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD'S INTERIM INDEPENDENCE STANDARDS
AND ITS INTERPRETATIONS AND RULINGS, (II) STATING, AS OF THE CLOSING DATE (OR,
WITH RESPECT TO MATTERS INVOLVING CHANGES OR DEVELOPMENTS SINCE THE RESPECTIVE
DATES AS OF WHICH SPECIFIED FINANCIAL INFORMATION IS GIVEN IN EACH OF THE
PRICING DISCLOSURE PACKAGE OR THE OFFERING MEMORANDUM, AS OF A DATE NOT MORE
THAN THREE DAYS PRIOR TO THE DATE OF THE CLOSING DATE), THE CONCLUSIONS AND
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FINDINGS OF SUCH FIRM WITH RESPECT TO THE FINANCIAL INFORMATION AND OTHER
MATTERS COVERED BY THE INITIAL LETTER AND (III) CONFIRMING IN ALL MATERIAL
RESPECTS THE CONCLUSIONS AND FINDINGS SET FORTH IN THE INITIAL LETTER.
(G)
EXCEPT AS DESCRIBED IN THE PRICING DISCLOSURE PACKAGE, (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, 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 OFFERING MEMORANDUM.
(H)
THE COMPANY AND EACH GUARANTOR SHALL HAVE FURNISHED OR CAUSED TO
BE FURNISHED TO THE INITIAL PURCHASERS ON THE CLOSING DATE CERTIFICATES OF
OFFICERS OF THE COMPANY AND EACH GUARANTOR 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 CAREFULLY EXAMINED THE PRICING DISCLOSURE PACKAGE AND
THE OFFERING MEMORANDUM, AND, IN THEIR OPINION, (A) THE PRICING DISCLOSURE
PACKAGE, AS OF THE APPLICABLE TIME AND AS OF THE CLOSING DATE, 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