RESPECTIVE PRINCIPAL EXECUTIVE OFFICERS AND
PRINCIPAL FINANCIAL OFFICERS, AS APPROPRIATE; AND (III) SUCH DISCLOSURE CONTROLS
AND PROCEDURES ARE EFFECTIVE IN ALL MATERIAL RESPECTS TO PERFORM THE FUNCTIONS
FOR WHICH THEY WERE ESTABLISHED.
(CC)
SINCE THE DATE OF THE MOST RECENT BALANCE SHEET
OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES REVIEWED OR AUDITED BY UHY LLP
AND THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY, (I) THE
COMPANY HAS NOT BEEN ADVISED OF OR BECOME AWARE OF (A) ANY SIGNIFICANT
DEFICIENCIES IN THE DESIGN OR OPERATION OF INTERNAL CONTROLS, THAT COULD
ADVERSELY AFFECT THE ABILITY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO
RECORD, PROCESS, SUMMARIZE AND REPORT FINANCIAL DATA, OR ANY MATERIAL WEAKNESSES
IN INTERNAL CONTROLS, AND (B) ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES
MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN THE INTERNAL
CONTROLS OF THE COMPANY AND EACH OF ITS SUBSIDIARIES; AND (II) THERE HAVE BEEN
NO SIGNIFICANT CHANGES IN INTERNAL CONTROLS OR IN OTHER FACTORS THAT COULD
SIGNIFICANTLY AFFECT INTERNAL CONTROLS, INCLUDING ANY CORRECTIVE ACTIONS WITH
REGARD TO SIGNIFICANT DEFICIENCIES AND MATERIAL WEAKNESSES.
(DD)
THE SECTION ENTITLED "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CRITICAL ACCOUNTING
POLICIES" SET FORTH IN THE PRELIMINARY OFFERING MEMORANDUM CONTAINED IN THE
PRICING DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM ACCURATELY AND FULLY
DESCRIBES (I) THE ACCOUNTING POLICIES THAT THE COMPANY BELIEVES ARE THE MOST
IMPORTANT IN THE PORTRAYAL OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF
OPERATIONS AND THAT REQUIRE MANAGEMENT'S MOST DIFFICULT, SUBJECTIVE OR COMPLEX
JUDGMENTS; (II) THE JUDGMENTS AND UNCERTAINTIES AFFECTING THE APPLICATION OF
CRITICAL ACCOUNTING POLICIES; AND (III) THE LIKELIHOOD THAT MATERIALLY DIFFERENT
AMOUNTS WOULD BE REPORTED UNDER DIFFERENT CONDITIONS OR USING DIFFERENT
ASSUMPTIONS AND AN EXPLANATION THEREOF.
(EE)
EXCEPT AS DESCRIBED IN EACH OF THE PRICING
DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM, SINCE THE DATE OF THE LATEST
AUDITED FINANCIAL STATEMENTS INCLUDED IN THE PRICING DISCLOSURE PACKAGE AND THE
OFFERING MEMORANDUM, NEITHER THE COMPANY, THE GUARANTORS NOR ANY OF THEIR
RESPECTIVE SUBSIDIARIES HAS (I) SUSTAINED ANY LOSS OR INTERFERENCE WITH ITS
BUSINESS FROM FIRE, EXPLOSION, FLOOD OR OTHER CALAMITY, WHETHER OR NOT COVERED
BY INSURANCE, OR FROM ANY LABOR DISTURBANCE OR DISPUTE OR COURT OR GOVERNMENTAL
ACTION, ORDER OR DECREE, (II) ISSUED OR GRANTED ANY SECURITIES, (III) INCURRED
ANY MATERIAL LIABILITY OR OBLIGATION, DIRECT OR CONTINGENT, OTHER THAN
LIABILITIES AND OBLIGATIONS THAT WERE INCURRED IN THE ORDINARY COURSE OF
BUSINESS, (IV) ENTERED INTO ANY MATERIAL TRANSACTION NOT IN THE ORDINARY COURSE
OF BUSINESS, (V) DECLARED OR PAID
ANY DIVIDEND ON ITS CAPITAL STOCK, AND (VI) SINCE SUCH DATE, THERE HAS NOT BEEN
ANY CHANGE IN THE CAPITAL STOCK, PARTNERSHIP OR LIMITED LIABILITY INTERESTS, AS
APPLICABLE, OR LONG-TERM DEBT OF THE COMPANY, THE GUARANTORS OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES OR ANY ADVERSE CHANGE, OR ANY DEVELOPMENT INVOLVING A
PROSPECTIVE ADVERSE CHANGE, IN OR AFFECTING THE CONDITION (FINANCIAL OR
OTHERWISE), RESULTS OF OPERATIONS, STOCKHOLDERS' EQUITY, PROPERTIES, MANAGEMENT,
BUSINESS OR PROSPECTS OF THE COMPANY AND ITS