HAVE BEEN SET ASIDE IN ACCORDANCE
WITH GAAP. EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, NO TAX DEFICIENCY HAS BEEN DETERMINED ADVERSELY TO ANY CO-ISSUER OR
GUARANTOR, NOR DOES ANY CO-ISSUER OR GUARANTOR HAVE ANY KNOWLEDGE OF ANY TAX
DEFICIENCIES. EACH CO-ISSUER OR GUARANTOR HAS PAID ALL FEES AND EXPENSES
REQUIRED TO BE PAID BY IT IN CONNECTION WITH THE CONDUCT OF ITS BUSINESS, THE
MAINTENANCE OF ITS EXISTENCE AND ITS QUALIFICATION AS A FOREIGN ENTITY
AUTHORIZED TO DO BUSINESS IN EACH STATE AND EACH FOREIGN COUNTRY IN WHICH IT IS
REQUIRED TO SO QUALIFY, EXCEPT TO THE EXTENT THAT THE FAILURE TO PAY SUCH FEES
AND EXPENSES IS NOT REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT;
(XXV)
THERE ARE NO TRANSFER TAXES OR OTHER SIMILAR FEES OR
CHARGES UNDER FEDERAL LAW OR THE LAWS OF ANY STATE, OR ANY POLITICAL SUBDIVISION
THEREOF, REQUIRED TO BE PAID IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THIS AGREEMENT OR THE ISSUANCE BY THE CO-ISSUERS OR SALE BY THE CO-ISSUERS OF
THE SECURITIES;
(XXVI)
ALL CERTIFICATES, REPORTS, STATEMENTS, NOTICES,
DOCUMENTS AND OTHER INFORMATION FURNISHED TO THE TRUSTEE, ASSURED GUARANTY CORP,
A MARYLAND STOCK INSURANCE CORPORATION ("ASSURED GUARANTY"), OR THE INITIAL
PURCHASER BY OR ON BEHALF OF THE CO-ISSUERS OR GUARANTORS PURSUANT TO ANY
PROVISION OF THE INDENTURE OR ANY OTHER TRANSACTION DOCUMENT, OR IN CONNECTION
WITH OR PURSUANT TO ANY AMENDMENT OR MODIFICATION OF, OR WAIVER UNDER, THE
INDENTURE OR ANY OTHER TRANSACTION DOCUMENT, ARE, AT THE TIME THE SAME ARE SO
FURNISHED, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS (WHEN TAKEN TOGETHER
WITH ALL OTHER INFORMATION FURNISHED BY OR ON BEHALF OF THE CO-ISSUERS, THE
GUARANTORS OR THE PARENT COMPANIES) TO THE TRUSTEE, ASSURED GUARANTY OR THE
INITIAL
10
PURCHASER, AS THE CASE MAY BE, AND GIVE THE TRUSTEE, ASSURED GUARANTY OR THE
INITIAL PURCHASER, AS THE CASE MAY BE, TRUE AND ACCURATE KNOWLEDGE OF THE
SUBJECT MATTER THEREOF IN ALL MATERIAL RESPECTS, AND THE FURNISHING OF THE SAME
TO THE TRUSTEE, ASSURED GUARANTY OR THE INITIAL PURCHASER, AS THE CASE MAY BE,
SHALL CONSTITUTE A REPRESENTATION AND WARRANTY BY EACH CO-ISSUER OR GUARANTOR
MADE ON THE DATE THE SAME ARE FURNISHED TO THE TRUSTEE, ASSURED GUARANTY OR THE
INITIAL PURCHASER, AS THE CASE MAY BE, TO THE EFFECT SPECIFIED HEREIN;
(XXVII)
NO CO-ISSUER OR GUARANTOR IS, AFTER GIVING EFFECT TO THE
ISSUANCE OF THE GUARANTEED SECURITIES, THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS AND THE APPLICATION OF THE PROCEEDS FROM THE SALE OF THE
SECURITIES AS DESCRIBED HEREIN, IN THE DRAFT OFFERING MEMORANDUM (AS OF THE
CLOSING DATE) AND IN THE OFFERING MEMORANDUM (AS OF THE RELEVANT DATE), AN
"INVESTMENT COMPANY", OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY",
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940
ACT");
(XXVIII)
THE PROCEEDS OF THE SECURITIES WILL NOT BE USED TO
PURCHASE OR CARRY ANY "MARGIN STOCK" (AS DEFINED OR USED IN THE REGULATIONS OF
THE BOARD