PAST
PRACTICES OF THE COMPANY AND ITS SUBSIDIARIES (EXCEPT AS MAY BE INDICATED IN
SUCH STATEMENTS OR THE NOTES THERETO) AND EACH FAIRLY PRESENTS, IN ALL MATERIAL
RESPECTS, THE CONSOLIDATED FINANCIAL POSITION, RESULTS OF OPERATIONS AND CASH
FLOWS OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE RESPECTIVE
DATES THEREOF AND FOR THE RESPECTIVE PERIODS INDICATED THEREIN EXCEPT AS
OTHERWISE NOTED THEREIN (INCLUDING, IN EACH CASE, IN ANY NOTES THERETO, AND
SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL PERIOD-END ADJUSTMENTS).
(C)
THE RECORDS, SYSTEMS, CONTROLS, DATA AND
INFORMATION OF THE COMPANY AND ITS SUBSIDIARIES ARE RECORDED, STORED, MAINTAINED
AND OPERATED UNDER MEANS (INCLUDING ANY ELECTRONIC, MECHANICAL OR PHOTOGRAPHIC
PROCESS, WHETHER COMPUTERIZED OR NOT) THAT ARE UNDER THE EXCLUSIVE OWNERSHIP AND
DIRECT CONTROL OF THE COMPANY OR THE SUBSIDIARIES OR THEIR ACCOUNTANTS
(INCLUDING ALL MEANS OF ACCESS THERETO AND THEREFROM). THE COMPANY (I) HAS
IMPLEMENTED AND MAINTAINS DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN
RULE 13A-15(E) UNDER THE EXCHANGE ACT) TO ENSURE THAT MATERIAL INFORMATION
12
RELATING TO THE COMPANY, INCLUDING ITS SUBSIDIARIES, IS MADE KNOWN TO THE CHIEF
EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OF THE COMPANY BY OTHERS
WITHIN THOSE ENTITIES, AND (II) HAS DISCLOSED, BASED ON ITS MOST RECENT
EVALUATION PRIOR TO THE DATE ON WHICH THIS REPRESENTATION IS MADE OR REPEATED,
TO THE COMPANY'S OUTSIDE AUDITORS AND THE AUDIT COMMITTEE OF THE COMPANY'S BOARD
OF DIRECTORS (A) ANY SIGNIFICANT DEFICIENCIES AND MATERIAL WEAKNESSES IN THE
DESIGN OR OPERATION OF INTERNAL CONTROLS OVER FINANCIAL REPORTING (AS DEFINED IN
RULE 13A-15(F) UNDER THE EXCHANGE ACT) THAT, INDIVIDUALLY OR IN THE AGGREGATE,
COULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT THE COMPANY'S ABILITY TO
RECORD, PROCESS, SUMMARIZE AND REPORT FINANCIAL INFORMATION AND (B) ANY FRAUD,
WHETHER OR NOT MATERIAL, THAT INVOLVES MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A
SIGNIFICANT ROLE IN THE COMPANY'S INTERNAL CONTROLS OVER FINANCIAL REPORTING. TO
THE KNOWLEDGE OF THE COMPANY, THERE IS NO REASON THAT ITS OUTSIDE AUDITORS AND
ITS CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER WILL NOT BE ABLE TO GIVE
THE CERTIFICATIONS AND ATTESTATIONS REQUIRED PURSUANT TO THE RULES AND
REGULATIONS ADOPTED PURSUANT TO SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002,
WITHOUT QUALIFICATION, WHEN NEXT DUE.
(D)
THE COMPANY MAINTAINS A STANDARD SYSTEM OF
ACCOUNTING ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH GAAP IN ALL MATERIAL
RESPECTS.
THE COMPANY AND ITS SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL
ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE 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 CONFORMITY 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.
SECTION 3.06.
LITIGATION.
THERE
ARE NO ACTIONS PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST
OR AFFECTING THE