SHEET (OR THE NOTES THERETO), EXCEPT GUARANTIES BY ENDORSEMENT OF
NEGOTIABLE INSTRUMENTS FOR DEPOSIT OR COLLECTION OR SIMILAR TRANSACTIONS IN THE
ORDINARY COURSE OF BUSINESS; AND (C) THE PRESENT VALUE OF ANY LEASE PAYMENTS IN
EXCESS OF $50,000 DUE UNDER LEASES REQUIRED TO BE CAPITALIZED IN ACCORDANCE WITH
GAAP.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN DEFAULT WITH RESPECT TO ANY
INDEBTEDNESS.
16
(BB)
TAX STATUS.
EXCEPT FOR MATTERS THAT WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE OR REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, THE COMPANY AND EACH SUBSIDIARY HAS FILED ALL NECESSARY
FEDERAL, STATE AND FOREIGN INCOME AND FRANCHISE TAX RETURNS AND HAS PAID OR
ACCRUED ALL TAXES SHOWN AS DUE THEREON, AND THE COMPANY HAS NO KNOWLEDGE OF A
TAX DEFICIENCY WHICH HAS BEEN ASSERTED OR THREATENED AGAINST THE COMPANY OR ANY
SUBSIDIARY.
(CC)
NO GENERAL SOLICITATION. NEITHER THE COMPANY NOR
ANY PERSON ACTING ON BEHALF OF THE COMPANY HAS OFFERED OR SOLD ANY OF THE
SECURITIES BY ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING.
THE
COMPANY HAS OFFERED THE SECURITIES FOR SALE ONLY TO THE PURCHASERS AND CERTAIN
OTHER "ACCREDITED INVESTORS" WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES
ACT.
(DD)
FOREIGN CORRUPT PRACTICES.
NEITHER THE COMPANY, NOR
TO THE KNOWLEDGE OF THE COMPANY, ANY AGENT OR OTHER PERSON ACTING ON BEHALF OF
THE COMPANY, HAS (I) DIRECTLY OR INDIRECTLY, USED ANY FUNDS FOR UNLAWFUL
CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATED TO
FOREIGN OR DOMESTIC POLITICAL ACTIVITY, (II) MADE ANY UNLAWFUL PAYMENT TO
FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS OR EMPLOYEES OR TO ANY FOREIGN OR
DOMESTIC POLITICAL PARTIES OR CAMPAIGNS FROM CORPORATE FUNDS, (III) FAILED TO
DISCLOSE FULLY ANY CONTRIBUTION MADE BY THE COMPANY (OR MADE BY ANY PERSON
ACTING ON ITS BEHALF OF WHICH THE COMPANY IS AWARE) WHICH IS
IN VIOLATION OF
LAW, OR (IV) VIOLATED IN ANY MATERIAL RESPECT ANY PROVISION OF THE FOREIGN
CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
(EE)
ACCOUNTANTS.
THE COMPANY'S ACCOUNTING FIRM IS SET
FORTH ON SCHEDULE 3.1(EE) OF THE DISCLOSURE SCHEDULE.
TO THE KNOWLEDGE AND
BELIEF OF THE COMPANY, SUCH ACCOUNTING FIRM (I) IS A REGISTERED PUBLIC
ACCOUNTING FIRM AS REQUIRED BY THE EXCHANGE ACT AND (II) SHALL EXPRESS ITS
OPINION WITH RESPECT TO THE FINANCIAL STATEMENTS TO BE INCLUDED IN THE
REGISTRATION STATEMENT.
(FF)
SENIORITY.
AS OF THE CLOSING DATE, NO
INDEBTEDNESS OR OTHER CLAIM AGAINST THE COMPANY IS SENIOR TO THE DEBENTURES IN
RIGHT OF PAYMENT, WHETHER WITH RESPECT TO INTEREST OR UPON LIQUIDATION OR
DISSOLUTION, OR OTHERWISE, OTHER THAN INDEBTEDNESS SECURED BY PURCHASE MONEY
SECURITY INTERESTS (WHICH IS SENIOR ONLY AS TO UNDERLYING ASSETS COVERED
THEREBY) AND CAPITAL LEASE OBLIGATIONS (WHICH IS SENIOR ONLY AS TO THE PROPERTY
COVERED THEREBY).
(GG)
NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS.
THERE ARE NO DISAGREEMENTS OF ANY KIND PRESENTLY EXISTING, OR REASONABLY
ANTICIPATED BY THE COMPANY TO ARISE, BETWEEN THE COMPANY AND THE ACCOUNTANTS AND
LAWYERS FORMERLY OR PRESENTLY EMPLOYED BY THE COMPANY AND THE COMPANY IS CURRENT