302 OF ERISA OR SECTION 412 OF THE CODE), WHETHER OR NOT
WAIVED, AND THE FAIR MARKET VALUE OF THE ASSETS OF EACH SUCH PLAN (EXCLUDING FOR
THESE PURPOSES ACCRUED BUT UNPAID CONTRIBUTIONS) EXCEEDS THE PRESENT VALUE OF
ALL BENEFITS ACCRUED UNDER SUCH PLAN DETERMINED BASED ON THOSE ACTUARIAL
ASSUMPTIONS USED TO FUND SUCH PLAN;
NEITHER THE COMPANY OR ANY MEMBER OF ITS
CONTROLLED GROUP HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY
UNDER TITLE IV OF ERISA (OTHER THAN CONTRIBUTIONS TO THE PLAN OR PREMIUMS TO THE
PBGC IN THE ORDINARY COURSE AND WITHOUT DEFAULT) IN RESPECT OF A PLAN (INCLUDING
A "MULTIEMPLOYER PLAN", WITHIN THE MEANING OF SECTION 4001(C)(3) OF ERISA); AND
EACH PLAN THAT IS INTENDED TO BE QUALIFIED UNDER SECTION 401(A) OF THE CODE IS
SO QUALIFIED AND NOTHING HAS OCCURRED, WHETHER BY ACTION OR BY FAILURE TO ACT,
WHICH WOULD CAUSE THE LOSS OF SUCH QUALIFICATION.
(DD)
DISCLOSURE CONTROLS.
THE COMPANY AND ITS SUBSIDIARIES MAINTAIN AN
EFFECTIVE SYSTEM OF "DISCLOSURE CONTROLS AND PROCEDURES" (AS DEFINED IN
RULE 13A-15(E) OF THE EXCHANGE ACT) THAT IS DESIGNED TO ENSURE THAT INFORMATION
REQUIRED TO BE DISCLOSED BY THE COMPANY IN REPORTS THAT IT FILES OR SUBMITS
UNDER THE EXCHANGE ACT IS RECORDED, PROCESSED, SUMMARIZED AND REPORTED WITHIN
THE TIME PERIODS SPECIFIED IN THE COMMISSION'S RULES AND FORMS, INCLUDING
CONTROLS AND PROCEDURES DESIGNED TO ENSURE THAT SUCH INFORMATION IS ACCUMULATED
AND COMMUNICATED TO THE COMPANY'S MANAGEMENT AS APPROPRIATE TO ALLOW TIMELY
DECISIONS REGARDING REQUIRED DISCLOSURE.
THE COMPANY AND ITS SUBSIDIARIES HAVE
CARRIED OUT EVALUATIONS OF THE EFFECTIVENESS OF THEIR DISCLOSURE CONTROLS AND
PROCEDURES AS REQUIRED BY RULE 13A-15 OF THE EXCHANGE ACT.
11
(EE)
ACCOUNTING CONTROLS.
THE COMPANY AND ITS SUBSIDIARIES MAINTAIN
SYSTEMS OF "INTERNAL CONTROL OVER FINANCIAL REPORTING" (AS DEFINED IN
RULE 13A-15(F) OF THE EXCHANGE ACT) THAT COMPLY WITH THE REQUIREMENTS OF THE
EXCHANGE ACT AND HAVE BEEN DESIGNED BY, OR UNDER THE SUPERVISION OF, THEIR
RESPECTIVE PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS, OR PERSONS
PERFORMING SIMILAR FUNCTIONS, TO PROVIDE REASONABLE ASSURANCE REGARDING THE
RELIABILITY OF FINANCIAL REPORTING AND THE PREPARATION OF FINANCIAL STATEMENTS
FOR EXTERNAL PURPOSES IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES.
THE COMPANY AND ITS SUBSIDIARIES MAINTAIN 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 GENERALLY ACCEPTED ACCOUNTING PRINCIPLES 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.
EXCEPT AS DISCLOSED IN EACH OF THE TIME OF SALE INFORMATION AND
THE OFFERING MEMORANDUM, THERE ARE NO MATERIAL WEAKNESSES OR SIGNIFICANT
DEFICIENCIES IN THE COMPANY'S INTERNAL CONTROLS.
(FF)
INSURANCE.
THE COMPANY AND ITS SUBSIDIARIES HAVE INSURANCE
COVERING THEIR RESPECTIVE PROPERTIES, OPERATIONS, PERSONNEL AND BUSINESSES,
INCLUDING PROTECTION AND INDEMNITY