AS THEY PURPORT TO
DESCRIBE THE CONSTITUTE SUMMARIES OF MATTERS OF UNITED STATES FEDERAL TAX LAW
AND REGULATIONS OR LEGAL CONCLUSIONS WITH RESPECT THERETO, ARE ACCURATE IN ALL
MATERIAL RESPECTS.
(SS)
THE COMPANY AND ITS AFFILIATES HAVE NOT TAKEN, DIRECTLY OR
INDIRECTLY, ANY ACTION DESIGNED TO OR THAT HAS CONSTITUTED OR THAT REASONABLY
CAN BE EXPECTED TO CAUSE OR RESULT IN THE STABILIZATION OR MANIPULATION OF THE
PRICE OF ANY SECURITY OF THE COMPANY IN CONNECTION WITH THE OFFERING OF THE
SECURITIES.
(TT)
(I) THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE ESTABLISHED AND
MAINTAIN DISCLOSURE CONTROLS AND PROCEDURES (AS SUCH TERM IS DEFINED IN
RULE 13A-15 UNDER THE EXCHANGE ACT), (II) SUCH DISCLOSURE CONTROLS AND
PROCEDURES ARE DESIGNED TO ENSURE THAT THE INFORMATION REQUIRED TO BE DISCLOSED
BY THE COMPANY IN THE REPORTS THEY FILE OR SUBMIT UNDER THE EXCHANGE ACT IS
ACCUMULATED AND COMMUNICATED TO MANAGEMENT OF THE COMPANY AND ITS SUBSIDIARIES,
INCLUDING THEIR RESPECTIVE PRINCIPAL EXECUTIVE OFFICERS AND PRINCIPAL FINANCIAL
OFFICERS, AS APPROPRIATE, TO ALLOW TIMELY DECISIONS REGARDING REQUIRED
DISCLOSURE TO BE MADE; AND (III) SUCH DISCLOSURE CONTROLS AND PROCEDURES ARE
EFFECTIVE IN ALL MATERIAL RESPECTS TO PERFORM THE FUNCTIONS FOR WHICH THEY WERE
ESTABLISHED.
(UU)
SINCE THE DATE OF THE MOST RECENT BALANCE SHEET OF THE COMPANY AND
ITS CONSOLIDATED SUBSIDIARIES REVIEWED OR AUDITED BY DELOITTE & TOUCHE LLP AND
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY, (I) THE COMPANY
HAS NOT BEEN ADVISED OF
14
(A) ANY SIGNIFICANT DEFICIENCIES OR MATERIAL WEAKNESSES IN THE DESIGN OR
OPERATION OF INTERNAL CONTROLS THAT WOULD 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 OR (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) SINCE THAT DATE, THERE HAVE BEEN NO SIGNIFICANT CHANGES
IN INTERNAL CONTROLS OR IN OTHER FACTORS THAT WOULD SIGNIFICANTLY AFFECT
INTERNAL CONTROLS, INCLUDING ANY CORRECTIVE ACTIONS WITH REGARD TO SIGNIFICANT
DEFICIENCIES AND MATERIAL WEAKNESSES.
(VV)
NO SUBSIDIARY OF THE COMPANY IS CURRENTLY PROHIBITED, DIRECTLY OR
INDIRECTLY, FROM PAYING ANY DIVIDENDS TO THE COMPANY, FROM MAKING ANY OTHER
DISTRIBUTION ON SUCH SUBSIDIARY'S CAPITAL STOCK, FROM REPAYING TO THE COMPANY
ANY LOANS OR ADVANCES TO SUCH SUBSIDIARY FROM THE COMPANY OR FROM TRANSFERRING
ANY OF SUCH SUBSIDIARY'S PROPERTY OR ASSETS TO THE COMPANY OR ANY OTHER
SUBSIDIARY OF THE COMPANY, EXCEPT AS DESCRIBED IN THE PRICING DISCLOSURE
PACKAGE.
(WW)
THERE IS AND HAS BEEN NO FAILURE ON THE PART OF THE COMPANY AND ANY
OF THE COMPANY'S DIRECTORS OR OFFICERS, IN THEIR CAPACITIES AS SUCH, TO COMPLY
WITH THE PROVISIONS OF THE SARBANES-OXLEY ACT OF 2002 AND THE RULES AND
REGULATIONS PROMULGATED IN CONNECTION THEREWITH.
(XX)
THE SECTION ENTITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CRITICAL ACCOUNTING POLICIES AND
ESTIMATES" IN THE COMPANY'S ANNUAL