BEHALF (OTHER THAN THE INITIAL PURCHASERS, AS TO WHOM THE COMPANY MAKES NO
REPRESENTATION) HAS COMPLIED AND WILL COMPLY WITH THE OFFERING RESTRICTIONS
REQUIREMENT OF REGULATION S AND, IN CONNECTION THEREWITH, THE OFFERING
MEMORANDUM WILL CONTAIN THE DISCLOSURE REQUIRED BY RULE 902 OF THE 1933 ACT.
(XXX)
COMPLIANCE WITH SECTIONS 402, 302 AND 906 OF THE SARBANES-OXLEY
ACT.
THERE IS AND HAS BEEN NO FAILURE ON THE PART OF THE COMPANY OR ANY OF THE
COMPANY'S DIRECTORS OR OFFICERS, IN THEIR CAPACITIES AS SUCH, TO COMPLY IN ALL
MATERIAL RESPECTS WITH ANY PROVISION OF THE SARBANES-OXLEY ACT OF 2002 AND THE
RULES AND REGULATIONS PROMULGATED IN CONNECTION THEREWITH (THE "SARBANES-OXLEY
ACT"), INCLUDING SECTION 402 RELATED TO LOANS AND SECTIONS 302 AND 906 RELATED
TO CERTIFICATIONS.
9
(XXXI)
PAYMENT OF TAXES. THE COMPANY AND THE SUBSIDIARIES HAVE FILED ALL
FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND FRANCHISE TAX RETURNS REQUIRED TO
BE FILED THROUGH THE DATE HEREOF OR HAS REQUESTED EXTENSIONS THEREOF EXCEPT IN
ANY CASE IN WHICH THE FAILURE SO TO FILE WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT AND EXCEPT AS SET FORTH IN OR CONTEMPLATED IN THE OFFERING MEMORANDUM,
AND HAS PAID ALL TAXES REQUIRED TO BE PAID BY IT, TO THE EXTENT THAT ANY SUCH
TAX IS DUE AND PAYABLE, EXCEPT FOR ANY SUCH ASSESSMENT THAT IS CURRENTLY BEING
CONTESTED IN GOOD FAITH OR AS WOULD NOT HAVE A MATERIAL ADVERSE EFFECT AND
EXCEPT AS SET FORTH IN OR CONTEMPLATED IN THE OFFERING MEMORANDUM.
THE CHARGES,
ACCRUALS AND RESERVES ON THE BOOKS OF THE COMPANY IN RESPECT OF ANY INCOME AND
CORPORATION TAX LIABILITY FOR ANY YEARS NOT FINALLY DETERMINED ARE ADEQUATE TO
MEET ANY ASSESSMENTS OR RE-ASSESSMENTS FOR ADDITIONAL INCOME TAX FOR ANY YEARS
NOT FINALLY DETERMINED, EXCEPT TO THE EXTENT OF ANY INADEQUACY THAT WOULD NOT
RESULT IN A MATERIAL ADVERSE EFFECT.
(XXXII)
INTERNAL ACCOUNTING CONTROL. THE COMPANY AND THE SUBSIDIARIES
MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE
REASONABLE ASSURANCES THAT (A) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH
MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION, (B) TRANSACTIONS ARE RECORDED AS
NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES 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 ASSETS
IS COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE
ACTION IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
(XXXIII)
NO UNLAWFUL CONTRIBUTIONS OR OTHER PAYMENTS.
NEITHER THE COMPANY
NOR ANY OF SUBSIDIARY NOR, TO THE BEST OF THE COMPANY'S KNOWLEDGE, ANY EMPLOYEE
OR AGENT OF THE COMPANY OR ANY SUBSIDIARY, HAS MADE ANY CONTRIBUTION OR OTHER
PAYMENT TO ANY OFFICIAL OF, OR CANDIDATE FOR, ANY FEDERAL, STATE OR FOREIGN
OFFICE IN VIOLATION OF ANY LAW OR OF THE CHARACTER NECESSARY TO BE DISCLOSED IN
THE OFFERING MEMORANDUM IN ORDER TO MAKE THE STATEMENTS THEREIN NOT MISLEADING.
(XXXIV)
INSURANCE. THE COMPANY AND THE SUBSIDIARIES CARRY OR ARE ENTITLED TO
THE BENEFITS