HAS BEEN PREPARED ON A BASIS CONSISTENT WITH
SUCH FINANCIAL STATEMENTS AND THE BOOKS AND RECORDS OF THE COMPANY.
(Y)
DELOITTE & TOUCHE LLP, WHO HAVE CERTIFIED CERTAIN FINANCIAL
STATEMENTS OF THE COMPANY, WHOSE REPORT APPEARS IN THE PRICING DISCLOSURE
PACKAGE AND WHO HAVE DELIVERED THE INITIAL LETTER REFERRED TO IN
SECTION 7(E) HEREOF, ARE INDEPENDENT PUBLIC ACCOUNTANTS AS REQUIRED BY THE
SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER.
(Z)
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS GOOD AND MARKETABLE
TITLE IN FEE SIMPLE TO ALL REAL PROPERTY AND GOOD AND MARKETABLE TITLE TO ALL
PERSONAL PROPERTY OWNED BY THEM, IN EACH CASE FREE AND CLEAR OF ALL LIENS,
ENCUMBRANCES AND DEFECTS, EXCEPT SUCH AS ARE DESCRIBED IN THE PRICING DISCLOSURE
PACKAGE AND THE OFFERING MEMORANDUM AND SUCH AS DO NOT MATERIALLY AFFECT THE
VALUE OF SUCH PROPERTY AND DO NOT MATERIALLY INTERFERE WITH THE USE MADE AND
PROPOSED TO BE MADE OF SUCH PROPERTY BY THE COMPANY OR ANY OF ITS SUBSIDIARIES;
AND ALL ASSETS HELD UNDER LEASE BY THE COMPANY OR ANY OF ITS SUBSIDIARIES ARE
HELD BY THEM UNDER VALID, SUBSISTING AND ENFORCEABLE LEASES, WITH SUCH
EXCEPTIONS AS DO NOT MATERIALLY INTERFERE WITH THE USE MADE AND PROPOSED TO BE
MADE OF SUCH ASSETS BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.
(AA)
THE COMPANY AND EACH OF ITS SUBSIDIARIES CARRY, OR ARE COVERED BY,
INSURANCE FROM INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY IN SUCH AMOUNTS
AND COVERING SUCH RISKS AS IS ADEQUATE FOR THE CONDUCT OF THEIR RESPECTIVE
BUSINESSES AND THE VALUE OF THEIR RESPECTIVE PROPERTIES AND AS IS CUSTOMARY FOR
COMPANIES ENGAGED IN SIMILAR BUSINESSES IN SIMILAR INDUSTRIES.
ALL POLICIES OF
INSURANCE OF THE COMPANY AND ITS SUBSIDIARIES ARE IN FULL FORCE AND EFFECT; THE
COMPANY AND ITS SUBSIDIARIES ARE IN COMPLIANCE WITH THE TERMS OF SUCH POLICIES
IN ALL MATERIAL RESPECTS; AND NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
HAS RECEIVED NOTICE FROM ANY
9
INSURER OR AGENT OF SUCH INSURER THAT CAPITAL IMPROVEMENTS OR OTHER EXPENDITURES
ARE REQUIRED OR NECESSARY TO BE MADE IN ORDER TO CONTINUE SUCH INSURANCE; THERE
ARE NO CLAIMS BY THE COMPANY OR ANY OF ITS SUBSIDIARIES UNDER ANY SUCH POLICY OR
INSTRUMENT AS TO WHICH ANY INSURANCE COMPANY IS DENYING LIABILITY OR DEFENDING
UNDER A RESERVATION OF RIGHTS CLAUSE; AND NEITHER THE COMPANY NOR ANY SUCH
SUBSIDIARY HAS ANY REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS
EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN
SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS
BUSINESS AT A COST THAT WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(BB)
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE SUCH PERMITS,
LICENSES, PATENTS, FRANCHISES, CERTIFICATES OF NEED AND OTHER APPROVALS OR
AUTHORIZATIONS OF GOVERNMENTAL OR REGULATORY AUTHORITIES ("PERMITS") AS ARE
NECESSARY UNDER APPLICABLE LAW TO OWN THEIR PROPERTIES AND CONDUCT THEIR
BUSINESSES IN THE MANNER DESCRIBED IN THE PRICING DISCLOSURE PACKAGE AND THE
OFFERING