RELATIONSHIPS BETWEEN AND/OR AMONG THE
COMPANY, AND/OR, TO THE KNOWLEDGE OF THE COMPANY, ANY OF ITS AFFILIATES AND ANY
UNCONSOLIDATED ENTITY, INCLUDING, BUT NOT LIMITED TO, ANY STRUCTURAL FINANCE,
SPECIAL PURPOSE OR LIMITED PURPOSE ENTITY (EACH, AN "OFF BALANCE SHEET
TRANSACTION") THAT COULD REASONABLY BE EXPECTED TO AFFECT MATERIALLY THE
COMPANY'S LIQUIDITY OR THE AVAILABILITY OF OR REQUIREMENTS FOR ITS CAPITAL
RESOURCES, INCLUDING THOSE OFF BALANCE SHEET TRANSACTIONS DESCRIBED IN THE
COMMISSION'S STATEMENT ABOUT MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS (RELEASE NOS.
33-8056; 34-45321; FR-61),
REQUIRED TO BE DESCRIBED IN THE PROSPECTUS WHICH HAVE NOT BEEN DESCRIBED AS
REQUIRED.
(JJ)
UNDERWRITER AGREEMENTS.
THE COMPANY IS NOT
A PARTY TO ANY AGREEMENT WITH AN AGENT OR UNDERWRITER FOR ANY OTHER
"AT-THE-MARKET" OR CONTINUOUS EQUITY TRANSACTION.
(KK)
ERISA.
TO THE KNOWLEDGE OF THE COMPANY, EACH
MATERIAL EMPLOYEE BENEFIT PLAN, WITHIN THE MEANING OF SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS
MAINTAINED, ADMINISTERED OR CONTRIBUTED TO BY THE COMPANY OR ANY OF ITS
AFFILIATES FOR EMPLOYEES OR FORMER EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARY
HAS BEEN MAINTAINED IN MATERIAL COMPLIANCE WITH ITS TERMS AND THE REQUIREMENTS
OF ANY APPLICABLE STATUTES, ORDERS, RULES AND REGULATIONS, INCLUDING BUT NOT
LIMITED TO ERISA AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE");
NO PROHIBITED TRANSACTION, WITHIN THE MEANING OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, HAS OCCURRED WHICH WOULD RESULT IN A MATERIAL
LIABILITY TO THE COMPANY WITH RESPECT TO ANY SUCH PLAN EXCLUDING TRANSACTIONS
13
EFFECTED PURSUANT TO A STATUTORY OR ADMINISTRATIVE EXEMPTION; AND FOR EACH SUCH
PLAN THAT IS SUBJECT TO THE FUNDING RULES OF SECTION 412 OF THE CODE OR
SECTION 302 OF ERISA, NO "ACCUMULATED FUNDING DEFICIENCY" AS DEFINED IN
SECTION 412 OF THE CODE HAS BEEN INCURRED, 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 USING REASONABLE ACTUARIAL ASSUMPTIONS.
(LL)
FORWARD LOOKING STATEMENTS.
NO
FORWARD-LOOKING STATEMENT (WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT AND SECTION 21E OF THE EXCHANGE ACT) (A "FORWARD LOOKING STATEMENT")
CONTAINED IN THE REGISTRATION STATEMENT AND THE PROSPECTUS HAS BEEN MADE OR
REAFFIRMED WITHOUT A REASONABLE BASIS OR HAS BEEN DISCLOSED OTHER THAN IN GOOD
FAITH.
THE FORWARD LOOKING STATEMENTS INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT AND THE PROSPECTUS FROM THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE YEAR MOST RECENTLY ENDED (I) ARE WITHIN THE COVERAGE OF THE
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS SET FORTH IN SECTION 27A OF THE ACT,
RULE 175(B) UNDER THE ACT OR RULE 3B-6 UNDER THE EXCHANGE ACT, AS APPLICABLE,
(II) WERE MADE BY THE COMPANY WITH A REASONABLE BASIS AND IN GOOD FAITH AND
REFLECT THE COMPANY'S GOOD FAITH COMMERCIALLY REASONABLE BEST ESTIMATE OF THE
MATTERS DESCRIBED THEREIN, AND (III) HAVE BEEN PREPARED IN