AND FOREIGN TAXES, AND
OTHER ASSESSMENTS OF A SIMILAR NATURE (WHETHER IMPOSED DIRECTLY OR THROUGH
WITHHOLDING), INCLUDING ANY INTEREST, ADDITIONS TO TAX, OR PENALTIES APPLICABLE
THERETO, IMPOSED BY ANY GOVERNMENTAL ENTITY, AND (II) ALL LIABILITIES IN RESPECT
OF SUCH AMOUNTS ARISING AS A RESULT OF BEING A MEMBER OF ANY AFFILIATED,
CONSOLIDATED, COMBINED, UNITARY OR SIMILAR GROUP, AS A SUCCESSOR TO ANOTHER
PERSON OR BY CONTRACT.
AS USED HEREIN, THE TERM "TAX RETURNS" MEANS ALL
FEDERAL, STATE, LOCAL, AND FOREIGN TAX RETURNS, DECLARATIONS, STATEMENTS,
REPORTS, SCHEDULES, FORMS, AND INFORMATION RETURNS AND ANY AMENDMENTS THERETO
FILED OR REQUIRED TO BE FILED WITH ANY GOVERNMENTAL ENTITY.
(DD)
TO THE KNOWLEDGE OF THE COMPANY THERE ARE NO RULEMAKING OR SIMILAR
PROCEEDINGS BEFORE THE U.S. INTERNAL REVENUE SERVICE OR COMPARABLE FEDERAL,
STATE, LOCAL OR FOREIGN GOVERNMENT BODIES WHICH INVOLVE OR AFFECT THE COMPANY OR
ANY SUBSIDIARY, WHICH, IF THE SUBJECT OF AN ACTION UNFAVORABLE TO THE COMPANY OR
ANY SUBSIDIARY, COULD RESULT IN A MATERIAL ADVERSE EFFECT.
(EE)
THE BOOKS, RECORDS AND ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARIES
ACCURATELY AND FAIRLY REFLECT, IN ALL MATERIAL RESPECTS AND IN REASONABLE
DETAIL, THE TRANSACTIONS IN, AND DISPOSITIONS OF, THE ASSETS OF, AND THE RESULTS
OF OPERATIONS OF, THE COMPANY AND ITS SUBSIDIARIES.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES MAINTAINS A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO
PROVIDE REASONABLE ASSURANCES 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
ACCORDANCE WITH GAAP 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.
(FF)
THE COMPANY AND ITS SIGNIFICANT SUBSIDIARIES ARE INSURED BY
INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS
AND IN SUCH AMOUNTS IN ALL MATERIAL RESPECTS AS ARE CUSTOMARY IN THE BUSINESSES
IN WHICH THEY ARE ENGAGED OR PROPOSE TO ENGAGE AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY.
ALL POLICIES OF INSURANCE AND FIDELITY OR
SURETY BONDS INSURING THE COMPANY OR ANY OF ITS SIGNIFICANT SUBSIDIARIES'
RESPECTIVE BUSINESSES, ASSETS, EMPLOYEES, OFFICERS AND DIRECTORS ARE IN FULL
FORCE AND EFFECT.
THE COMPANY AND EACH OF THE SIGNIFICANT SUBSIDIARIES ARE IN
COMPLIANCE WITH THE TERMS OF SUCH POLICIES AND INSTRUMENTS IN ALL MATERIAL
RESPECTS. NEITHER THE COMPANY NOR ANY SIGNIFICANT SUBSIDIARY HAS 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 HAVE A
MATERIAL ADVERSE EFFECT.
WITHIN THE PAST TWELVE MONTHS, NEITHER THE COMPANY NOR
ANY SIGNIFICANT SUBSIDIARY HAS BEEN DENIED ANY INSURANCE COVERAGE IT HAS SOUGHT
OR FOR WHICH IT HAS APPLIED.
(GG)
NEITHER THE COMPANY AND ITS SIGNIFICANT SUBSIDIARIES, NOR, TO THE