AMENDED.
(U)
THE COMPANY AND EACH OF ITS SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL
ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE 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 ASSET ACCOUNTABILITY; (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
THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH
RESPECT TO ANY DIFFERENCES.
(V)
THE COMPANY AND EACH OF ITS SUBSIDIARIES MAINTAINS INSURANCE COVERING THEIR
RESPECTIVE PROPERTIES, OPERATIONS, PERSONNEL AND BUSINESSES AGAINST LOSS OR
DAMAGE OF THE KINDS CUSTOMARILY INSURED AGAINST BY ENTITIES ENGAGED IN THE SAME
OR SIMILAR BUSINESSES AS THE COMPANY AND ITS SUBSIDIARIES, AND SUCH INSURANCE IS
OF SUCH TYPE AND IN SUCH AMOUNTS IN ACCORDANCE WITH CUSTOMARY INDUSTRY PRACTICE.
(W)
THE COMPANY AND EACH OF ITS SUBSIDIARIES OWN OR POSSESS ADEQUATE RIGHTS TO
USE ALL MATERIAL PATENTS, PATENT APPLICATIONS, TRADEMARKS, SERVICE MARKS, TRADE
NAMES,
10
TRADEMARK REGISTRATIONS, SERVICE MARK REGISTRATIONS, COPYRIGHTS, LICENSES AND
KNOW-HOW (INCLUDING TRADE SECRETS AND OTHER UNPATENTED AND/OR UNPATENTABLE
PROPRIETARY OR CONFIDENTIAL INFORMATION, SYSTEMS OR PROCEDURES) NECESSARY FOR
THE CONDUCT OF THEIR RESPECTIVE BUSINESSES; AND THE CONDUCT OF THEIR RESPECTIVE
BUSINESSES WILL NOT CONFLICT WITH, AND THE COMPANY AND ITS SUBSIDIARIES HAVE NOT
RECEIVED ANY NOTICE OF ANY CLAIM OF CONFLICT WITH, ANY SUCH RIGHTS OF OTHERS,
EXCEPT FOR SUCH CONFLICTS WHICH WOULD NOT, SINGULARLY OR IN THE AGGREGATE, HAVE
A MATERIAL ADVERSE EFFECT.
(X)
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE GOOD AND MARKETABLE TITLE IN
FEE SIMPLE TO, OR HAVE VALID RIGHTS TO LEASE OR OTHERWISE USE, ALL ITEMS OF REAL
AND PERSONAL PROPERTY WHICH ARE MATERIAL TO THE BUSINESS OF THE COMPANY AND ITS
SUBSIDIARIES TAKEN AS A WHOLE, IN EACH CASE FREE AND CLEAR OF ALL LIENS EXCEPT
(A) PERMITTED LIENS AND (B) SUCH AS (I) DO NOT MATERIALLY INTERFERE WITH THE USE
MADE AND PROPOSED TO BE MADE OF SUCH PROPERTY BY THE COMPANY AND ITS
SUBSIDIARIES OR (II) COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(Y)
NO LABOR DISTURBANCE BY OR DISPUTE WITH THE EMPLOYEES GENERALLY OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES EXISTS OR, TO THE BEST KNOWLEDGE OF THE
COMPANY AND ITS SUBSIDIARIES, IS CONTEMPLATED OR THREATENED.
(Z)
THE STATISTICAL AND MARKET-RELATED DATA INCLUDED IN THE OFFERING MEMORANDUM
ARE BASED ON OR DERIVED FROM SOURCES, INCLUDING MANAGEMENT ESTIMATES, THAT THE
COMPANY BELIEVES TO BE RELIABLE.
(AA)
NO "PROHIBITED TRANSACTION" (AS DEFINED IN SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, INCLUDING THE REGULATIONS
AND PUBLISHED INTERPRETATIONS THEREUNDER ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) OR "ACCUMULATED FUNDING
DEFICIENCY" (AS DEFINED IN SECTION 302 OF ERISA) OR ANY OF THE EVENTS SET FORTH
IN SECTION 4043(B) OF ERISA (OTHER THAN