(2) ATI AND ITS CONSOLIDATED SUBSIDIARIES, IN EACH
CASE AS OF THE DATES SHOWN AND THEIR RESULTS OF OPERATIONS AND CASH FLOWS FOR
THE PERIODS SHOWN, AND, EXCEPT AS OTHERWISE DISCLOSED IN THE GENERAL DISCLOSURE
PACKAGE AND THE FINAL OFFERING CIRCULAR, SUCH FINANCIAL STATEMENTS HAVE BEEN
PREPARED IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE
UNITED STATES ("GAAP") APPLIED ON A CONSISTENT BASIS, AND THE ASSUMPTIONS USED
IN PREPARING THE PRO FORMA FINANCIAL STATEMENTS INCLUDED IN THE GENERAL
DISCLOSURE PACKAGEAND THE FINAL OFFERING CIRCULAR PROVIDE A REASONABLE BASIS FOR
PRESENTING THE SIGNIFICANT EFFECTS DIRECTLY ATTRIBUTABLE TO THE TRANSACTIONS OR
EVENTS DESCRIBED THEREIN, THE RELATED PRO FORMA ADJUSTMENTS GIVE APPROPRIATE
EFFECT TO THOSE ASSUMPTIONS, AND THE PRO FORMA COLUMNS THEREIN REFLECT THE
PROPER APPLICATION OF THOSE ADJUSTMENTS TO THE CORRESPONDING HISTORICAL
FINANCIAL STATEMENT AMOUNTS.
(U)
EXCEPT AS DISCLOSED IN THE GENERAL DISCLOSURE PACKAGE, SINCE THE DATE OF
THE LATEST AUDITED FINANCIAL STATEMENTS OF TD GROUP INCLUDED IN THE GENERAL
DISCLOSURE PACKAGE THERE HAS BEEN NO MATERIAL ADVERSE CHANGE, NOR ANY
DEVELOPMENT OR EVENT INVOLVING A PROSPECTIVE MATERIAL ADVERSE CHANGE, IN THE
CONDITION (FINANCIAL OR OTHER), BUSINESS, PROPERTIES OR RESULTS OF OPERATIONS OF
TD GROUP AND ITS SUBSIDIARIES TAKEN AS A WHOLE, AND, EXCEPT AS DISCLOSED IN OR
CONTEMPLATED BY THE GENERAL DISCLOSURE PACKAGE, THERE HAS BEEN NO DIVIDEND OR
DISTRIBUTION OF ANY KIND DECLARED, PAID OR MADE BY TD GROUP ON ANY CLASS OF ITS
CAPITAL STOCK.
(V)
TD GROUP IS SUBJECT TO THE REPORTING REQUIREMENTS OF EITHER SECTION 13 OR
SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), AND FILES REPORTS WITH THE COMMISSION ON THE ELECTRONIC DATA GATHERING,
ANALYSIS, AND RETRIEVAL (EDGAR) SYSTEM.
(W)
NEITHER THE COMPANY, TD GROUP NOR ANY GUARANTOR IS, AND AFTER GIVING EFFECT
TO THE TRANSACTIONS NONE OF THEM WILL BE, AN OPEN-END INVESTMENT COMPANY, UNIT
INVESTMENT TRUST OR FACE-AMOUNT CERTIFICATE COMPANY THAT IS OR IS REQUIRED TO BE
REGISTERED UNDER SECTION 8 OF THE UNITED STATES INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE "INVESTMENT COMPANY ACT"); AND NEITHER THE COMPANY, TD GROUP NOR
ANY GUARANTOR IS, AND AFTER GIVING EFFECT TO THE TRANSACTIONS, NONE OF THEM WILL
BE, AN "INVESTMENT COMPANY" AS DEFINED IN THE INVESTMENT COMPANY ACT.
(X)
TD GROUP MAINTAINS DISCLOSURE CONTROLS AND PROCEDURES (AS SUCH TERM IS
DEFINED IN RULE 13A-15(E) UNDER THE EXCHANGE ACT) THAT COMPLY IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE EXCHANGE ACT; SUCH DISCLOSURE CONTROLS AND
PROCEDURES HAVE BEEN DESIGNED TO ENSURE THAT MATERIAL INFORMATION RELATING TO TD
GROUP AND ITS SUBSIDIARIES IS MADE KNOWN TO TD GROUP'S PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER BY OTHERS WITHIN THOSE ENTITIES.
(Y)
NO SECURITIES OF THE SAME CLASS (WITHIN THE MEANING OF RULE 144A(D)(3)
UNDER THE SECURITIES ACT) AS THE OFFERED SECURITIES ARE LISTED ON ANY NATIONAL
SECURITIES EXCHANGE REGISTERED UNDER SECTION 6 OF THE EXCHANGE ACT OR QUOTED IN
A U.S. AUTOMATED INTER-DEALER QUOTATION SYSTEM.
7
(Z)
THE OFFER AND SALE OF THE OFFERED SECURITIES IN