AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A
11
Material Adverse Effect, and the Company and the Guarantor are unaware of any
other fact that would form a reasonable basis for any such claim.
(FF)
EACH OF THE COMPANY, ITS SUBSIDIARY AND THE
GUARANTOR HAVE ACCURATELY PREPARED AND TIMELY FILED ALL TAX RETURNS REQUIRED TO
BE FILED BY IT AND HAS PAID OR MADE PROVISION FOR THE PAYMENT OF ALL TAXES,
ASSESSMENTS, GOVERNMENTAL OR OTHER SIMILAR CHARGES, INCLUDING WITHOUT
LIMITATION, ALL SALES AND USE TAXES AND ALL TAXES THAT THE COMPANY, ITS
SUBSIDIARY OR THE GUARANTOR IS OBLIGATED TO WITHHOLD FROM AMOUNTS OWING TO
EMPLOYEES, CREDITORS AND THIRD PARTIES, WITH RESPECT TO THE PERIODS COVERED BY
SUCH TAX RETURNS (WHETHER OR NOT SUCH AMOUNTS ARE SHOWN AS DUE ON ANY TAX
RETURN), EXCEPT FOR SUCH TAXES THE COMPANY OR THE GUARANTOR HAS CONTESTED IN
GOOD FAITH.
NO DEFICIENCY ASSESSMENT WITH RESPECT TO A PROPOSED ADJUSTMENT OF
THE COMPANY'S, ITS SUBSIDIARY'S OR ANY GUARANTOR'S FEDERAL, STATE, LOCAL OR
FOREIGN TAXES IS PENDING OR, TO THE BEST KNOWLEDGE OF THE COMPANY AND THE
GUARANTOR, THREATENED.
TO THE BEST KNOWLEDGE OF THE COMPANY AND THE GUARANTOR,
THERE ARE NO MATERIAL PROPOSED ADDITIONAL TAX ASSESSMENTS AGAINST THE COMPANY,
ITS SUBSIDIARY OR THE GUARANTOR, OR THE ASSETS OR PROPERTY OF THE COMPANY, ITS
SUBSIDIARY OR THE GUARANTOR.
THE ACCRUALS AND RESERVES ON THE BOOKS AND RECORDS
OF THE COMPANY, ITS SUBSIDIARY AND THE GUARANTOR IN RESPECT OF TAX LIABILITIES
FOR ANY TAXABLE PERIOD NOT FINALLY DETERMINED ARE ADEQUATE TO MEET ANY
ASSESSMENTS AND RELATED LIABILITIES FOR ANY SUCH PERIOD AND, SINCE DECEMBER 31,
2003, NEITHER THE COMPANY, ITS SUBSIDIARY NOR THE GUARANTOR HAS INCURRED ANY
LIABILITY FOR TAXES OTHER THAN IN THE ORDINARY COURSE OF ITS BUSINESS.
THERE IS
NO TAX LIEN, WHETHER IMPOSED BY ANY FEDERAL, STATE, FOREIGN OR OTHER TAXING
AUTHORITY, OUTSTANDING AGAINST THE ASSETS, PROPERTIES OR BUSINESS OF THE
COMPANY, ITS SUBSIDIARY OR THE GUARANTOR.
(GG)
EACH OF THE COMPANY, ITS SUBSIDIARY AND THE GUARANTOR MAINTAINS A
SYSTEM OF INTERNAL ACCOUNTING AND OTHER CONTROLS SUFFICIENT TO PROVIDE
REASONABLE ASSURANCES THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH
MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS, (II) TRANSACTIONS ARE RECORDED
AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES 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 ACCOUNTING FOR ASSETS
IS COMPARED WITH EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
(HH)
EACH OF THE COMPANY, ITS SUBSIDIARY AND THE
GUARANTOR MAINTAINS INSURANCE IN SUCH AMOUNTS AND COVERING SUCH RISKS AS THE
COMPANY REASONABLY CONSIDERS ADEQUATE FOR THE CONDUCT OF ITS BUSINESS AND THE
VALUE OF ITS PROPERTIES AND AS IS CUSTOMARY FOR OTHER COMPARABLE PCS AFFILIATES
OF SPRINT (AS DEFINED IN THE OFFERING MEMORANDUM), ALL OF WHICH INSURANCE IS IN
FULL FORCE AND EFFECT, EXCEPT WHERE THE FAILURE TO MAINTAIN SUCH INSURANCE COULD
NOT, INDIVIDUALLY