CHARGES THAT ARE MATERIAL IN AMOUNT, SHOWN OR DETERMINED TO BE DUE 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 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 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 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
AND REPORTED, WITHIN THE TIME PERIODS SPECIFIED IN THE RULES AND FORMS OF THE
SEC, INCLUDING, WITHOUT LIMITATION, CONTROLS AND PROCEDURES DESIGNED IN TO
ENSURE THAT INFORMATION REQUIRED TO BE DISCLOSED BY THE COMPANY IN THE REPORTS
THAT IT FILES OR SUBMITS UNDER THE 1934 ACT IS ACCUMULATED AND COMMUNICATED TO
THE COMPANY'S MANAGEMENT, INCLUDING ITS PRINCIPAL EXECUTIVE OFFICER OR OFFICERS
AND ITS PRINCIPAL FINANCIAL OFFICER OR OFFICERS, AS APPROPRIATE, TO ALLOW TIMELY
DECISIONS REGARDING REQUIRED DISCLOSURE.
DURING THE TWELVE MONTHS PRIOR TO THE
DATE HEREOF NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAVE RECEIVED ANY
NOTICE OR CORRESPONDENCE FROM ANY ACCOUNTANT WHICH HAS CURRENTLY OR PREVIOUSLY
BEEN ENGAGED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES RELATING TO ANY MATERIAL
WEAKNESS IN ANY PART OF THE SYSTEM OF INTERNAL ACCOUNTING CONTROLS OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES.
(CC)
RANKING OF NOTES.
EXCEPT AS SET FORTH ON
SCHEDULE 3(CC), NO INDEBTEDNESS OF THE COMPANY IS SENIOR TO OR RANKS PARI PASSU
WITH THE NOTES IN RIGHT OF PAYMENT, WHETHER WITH RESPECT OF PAYMENT OF
REDEMPTIONS, INTEREST, DAMAGES OR UPON LIQUIDATION OR DISSOLUTION OR OTHERWISE,
OTHER THAN PERMITTED SECURED INDEBTEDNESS.
(DD)
OFF BALANCE SHEET ARRANGEMENTS.
THERE IS NO
TRANSACTION, ARRANGEMENT, OR OTHER RELATIONSHIP BETWEEN THE COMPANY AND AN
UNCONSOLIDATED OR OTHER OFF BALANCE SHEET ENTITY THAT IS REQUIRED TO BE
DISCLOSED BY THE COMPANY IN ITS EXCHANGE ACT FILINGS AND IS NOT SO DISCLOSED OR
THAT OTHERWISE WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE