BEING CONTESTED IN GOOD FAITH AND FOR WHICH RESERVES
HAVE BEEN PROVIDED IN ACCORDANCE WITH GAAP (AS DEFINED IN THE INDENTURE) OR
THOSE CURRENTLY PAYABLE WITHOUT PENALTY OR INTEREST AND EXCEPT WHERE THE FAILURE
TO MAKE SUCH REQUIRED FILINGS OR PAYMENT WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
TO THE KNOWLEDGE OF THE ISSUERS, THERE ARE NO
MATERIAL PROPOSED ADDITIONAL TAX ASSESSMENTS AGAINST ANY OF THE COMPANY OR ITS
SUBSIDIARIES OR THEIR ASSETS OR PROPERTY.
(XXIII)
EXCEPT AS SET FORTH IN THE OFFERING MEMORANDUM, NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ANY LIABILITY FOR ANY PROHIBITED
TRANSACTION OR ACCUMULATED FUNDING DEFICIENCY (WITHIN THE MEANING OF SECTION 412
OF THE CODE) OR ANY COMPLETE OR PARTIAL WITHDRAWAL LIABILITY WITH RESPECT TO ANY
PENSION, PROFIT SHARING OR OTHER PLAN WHICH IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), TO WHICH THE
COMPANY OR ANY OF THE SUBSIDIARIES MAKES OR EVER HAS MADE A CONTRIBUTION AND IN
WHICH ANY EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES IS OR HAS EVER BEEN
A PARTICIPANT.
WITH RESPECT TO SUCH PLANS, THE COMPANY AND EACH OF ITS
SUBSIDIARIES IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
PROVISIONS OF ERISA.
(XXIV)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS AN "INVESTMENT
COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY" INCORPORATED IN
THE
15
UNITED STATES WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED.
(XXV)
THE ISSUERS MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS
SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT:
(A) TRANSACTIONS ARE EXECUTED
IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS;
(B) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF ITS
FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN ACCOUNTABILITY FOR
ASSETS; (C) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S
GENERAL OR SPECIFIC AUTHORIZATION; AND (D) THE RECORDED ACCOUNTABILITY FOR ITS
ASSETS IS COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND
APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
(XXVI)
THE ISSUERS MAINTAIN INSURANCE COVERING ITS PROPERTIES, ASSETS,
OPERATIONS, PERSONNEL (NOT INCLUDING DIRECTORS AND OFFICERS) AND BUSINESSES, AND
SUCH INSURANCE IS OF SUCH TYPE AND IN SUCH AMOUNTS THAT, IN THE GOOD FAITH
JUDGMENT OF THE COMPANY, IS IN ACCORDANCE WITH CUSTOMARY INDUSTRY PRACTICE.
(XXVII)
NONE OF THE ISSUERS NOR (TO THEIR KNOWLEDGE) ANY OF THEIR
AFFILIATES (AS DEFINED IN RULE 501(B) OF REGULATION D UNDER THE ACT) HAS
(A) TAKEN, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO, OR THAT MIGHT
REASONABLY BE EXPECTED TO, CAUSE OR RESULT IN STABILIZATION OR MANIPULATION OF
THE PRICE OF ANY SECURITY OF THE ISSUERS TO FACILITATE THE SALE OR RESALE OF THE
ORIGINAL NOTES OR (B) SOLD, BID FOR, PURCHASED OR PAID ANY PERSON ANY
COMPENSATION FOR SOLICITING PURCHASES OF THE ORIGINAL NOTES IN A MANNER THAT
WOULD REQUIRE REGISTRATION OF THE ORIGINAL NOTES UNDER THE ACT OR PAID OR AGREED
TO PAY TO ANY PERSON ANY COMPENSATION FOR SOLICITING