RELEASES OF CHEMICALS, POLLUTANTS, CONTAMINANTS, OR TOXIC OR
HAZARDOUS SUBSTANCES OR WASTES (COLLECTIVELY, "HAZARDOUS MATERIALS") INTO THE
ENVIRONMENT, OR OTHERWISE RELATING TO THE MANUFACTURE, PROCESSING, DISTRIBUTION,
USE, TREATMENT, STORAGE, DISPOSAL, TRANSPORT OR HANDLING OF HAZARDOUS MATERIALS,
AS WELL AS ALL AUTHORIZATIONS, CODES, DECREES, DEMANDS OR DEMAND LETTERS,
INJUNCTIONS, JUDGMENTS, LICENSES, NOTICES OR NOTICE LETTERS, ORDERS, PERMITS,
PLANS OR REGULATIONS ISSUED, ENTERED, PROMULGATED OR APPROVED THEREUNDER.
15
(Y)
SUBSIDIARY RIGHTS. THE COMPANY HAS THE UNRESTRICTED RIGHT TO
VOTE, AND (SUBJECT TO LIMITATIONS IMPOSED BY APPLICABLE LAW) TO RECEIVE
DIVIDENDS AND DISTRIBUTIONS ON, ALL CAPITAL SECURITIES OF ITS SUBSIDIARIES, AS
OWNED BY THE COMPANY.
(Z)
INVESTMENT COMPANY STATUS.
THE COMPANY IS NOT REQUIRED TO BE
REGISTERED AS, AND IMMEDIATELY FOLLOWING THE CLOSING WILL NOT BE REQUIRED TO
REGISTER AS, AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, AND THE COMPANY IS NOT A COMPANY CONTROLLED BY
AN "INVESTMENT COMPANY" OR A "PROMOTER" OR "PRINCIPAL UNDERWRITER" FOR AN
"INVESTMENT COMPANY" AS SUCH TERMS ARE DEFINED IN THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED.
(AA)
TAX STATUS. EXCEPT AS DISCLOSED ON SCHEDULE 3(AA), THE COMPANY
AND EACH OF ITS SUBSIDIARIES (I) HAS MADE OR FILED ALL U.S. FEDERAL AND STATE
INCOME AND ALL OTHER TAX RETURNS, REPORTS AND DECLARATIONS REQUIRED BY ANY
JURISDICTION TO WHICH IT IS SUBJECT, (II) HAS PAID ALL TAXES AND OTHER
GOVERNMENTAL ASSESSMENTS AND CHARGES THAT ARE MATERIAL IN AMOUNT AND DUE AND
OWING ON SUCH RETURNS, REPORTS AND DECLARATIONS, EXCEPT THOSE BEING CONTESTED IN
GOOD FAITH AND (III) HAS SET ASIDE ON ITS BOOKS PROVISION REASONABLY ADEQUATE
FOR THE PAYMENT OF ALL TAXES ACTUALLY DUE AND OWING FOR PERIODS SUBSEQUENT TO
THE PERIODS TO WHICH SUCH RETURNS, REPORTS OR DECLARATIONS APPLY. THERE ARE NO
UNPAID TAXES IN ANY MATERIAL AMOUNT CLAIMED TO BE DUE BY THE TAXING AUTHORITY OF
ANY JURISDICTION, AND THE OFFICERS OF THE COMPANY KNOW OF NO BASIS FOR ANY SUCH
CLAIM.
(BB)
INTERNAL ACCOUNTING AND DISCLOSURE CONTROLS. THE COMPANY AND EACH
OF ITS SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS CUSTOMARY
FOR THE RESPECTIVE BUSINESSES OF SIMILAR TYPE AND SIZE AS THE COMPANY AND ITS
SUBSIDIARIES 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 AND LIABILITY
ACCOUNTABILITY, (III) ACCESS TO ASSETS OR INCURRENCE OF LIABILITIES IS PERMITTED
ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION AND (IV)
THE RECORDED ACCOUNTABILITY FOR ASSETS AND LIABILITIES IS COMPARED WITH THE
EXISTING ASSETS AND LIABILITIES AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCE. THE COMPANY MAINTAINS DISCLOSURE
CONTROLS AND PROCEDURES (AS SUCH TERM IS DEFINED IN RULE 13A-15 UNDER THE 1934
ACT) THAT ARE EFFECTIVE IN ENSURING THAT INFORMATION REQUIRED TO BE DISCLOSED BY
THE COMPANY IN THE REPORTS THAT IT FILES OR SUBMITS UNDER THE 1934 ACT IS
RECORDED, PROCESSED, SUMMARIZED