IN THE PRELIMINARY OFFERING MEMORANDUM AND
THE OFFERING MEMORANDUM.
(Q)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES, IS (I) IN VIOLATION OF ITS
CHARTER OR BY-LAWS (OR SIMILAR ORGANIZATIONAL DOCUMENT), (II) IN DEFAULT, AND NO
EVENT HAS OCCURRED WHICH, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE
SUCH A DEFAULT, IN THE DUE PERFORMANCE OR OBSERVANCE OF ANY TERM, COVENANT OR
CONDITION CONTAINED IN ANY MATERIAL INDENTURE, MORTGAGE, DEED OF TRUST, LOAN
AGREEMENT OR OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR BY
WHICH IT IS BOUND OR TO WHICH ANY OF ITS PROPERTY OR ASSETS IS SUBJECT, OTHER
THAN ANY DEFAULTS UNDER THE COMPANY'S EXISTING CREDIT FACILITIES AS TO WHICH THE
COMPANY HAS OBTAINED A TEMPORARY WAIVER AS DESCRIBED IN THE OFFERING MEMORANDUM
OR (III) IN VIOLATION OF ANY LAW, ORDINANCE, GOVERNMENTAL RULE, REGULATION OR
COURT DECREE TO WHICH IT OR ITS PROPERTY OR ASSETS MAY BE SUBJECT, EXCEPT IN THE
CASE OF
9
CLAUSES (II) AND (III), FOR ANY SUCH DEFAULT OR VIOLATION WHICH WOULD NOT,
SINGULARLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(R)
THE COMPANY AND EACH OF ITS SUBSIDIARIES POSSESS, AND ARE IN COMPLIANCE
WITH, ALL MATERIAL LICENSES, CERTIFICATES, AUTHORIZATIONS AND PERMITS ISSUED BY,
AND HAVE MADE ALL DECLARATIONS AND FILINGS WITH, THE APPROPRIATE FEDERAL, STATE
OR FOREIGN REGULATORY AGENCIES OR BODIES WHICH ARE NECESSARY OR DESIRABLE FOR
THE OWNERSHIP OF THEIR RESPECTIVE PROPERTIES OR THE CONDUCT OF THEIR RESPECTIVE
BUSINESSES AS DESCRIBED IN THE OFFERING MEMORANDUM, EXCEPT WHERE THE FAILURE TO
POSSESS OR COMPLY OR MAKE THE SAME WOULD NOT, SINGULARLY OR IN THE AGGREGATE,
HAVE A MATERIAL ADVERSE EFFECT, AND NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS RECEIVED NOTIFICATION OF ANY REVOCATION OR MODIFICATION OF ANY
SUCH LICENSE, CERTIFICATE, AUTHORIZATION OR PERMIT OR HAS ANY REASON TO BELIEVE
THAT ANY SUCH LICENSE, CERTIFICATE, AUTHORIZATION OR PERMIT WILL NOT BE RENEWED
IN THE ORDINARY COURSE.
(S)
EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS TIMELY FILED OR CAUSED
TO BE FILED ALL FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND FRANCHISE TAX
RETURNS AND REPORTS REQUIRED TO HAVE BEEN FILED AND HAS PAID OR CAUSED TO BE
PAID ALL TAXES REQUIRED TO HAVE BEEN PAID BY IT, EXCEPT (I) ANY TAXES THAT ARE
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH THE
COMPANY OR SUCH SUBSIDIARY, AS APPLICABLE, HAS SET ASIDE ON ITS BOOKS ADEQUATE
RESERVES OR (II) TO THE EXTENT THAT THE FAILURE TO DO SO COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(T)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS (I) AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE "INVESTMENT COMPANY ACT"), AND THE RULES AND REGULATIONS OF THE COMMISSION
THEREUNDER OR (II) A "HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" OF A HOLDING
COMPANY OR AN "AFFILIATE" THEREOF WITHIN THE MEANING OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, AS