HAS NOT IDENTIFIED ANY
MATERIAL WEAKNESSES IN THE DESIGN OR OPERATION OF THE INTERNAL CONTROLS OVER
FINANCIAL REPORTING EXCEPT AS DISCLOSED IN THE COMPANY SEC DOCUMENTS FILED PRIOR
TO THE DATE HEREOF.
NEITHER THE COMPANY NOR ANY OF THE COMPANY SUBSIDIARIES HAS
OUTSTANDING, OR HAS ARRANGED ANY OUTSTANDING, "EXTENSIONS OF CREDIT" TO
DIRECTORS OR EXECUTIVE OFFICERS OF THE COMPANY WITHIN THE MEANING OF SECTION 402
OF THE SARBANES-OXLEY ACT OF 2002.
(B)
THERE ARE NO LIABILITIES OR OBLIGATIONS OF THE COMPANY OR ANY
COMPANY SUBSIDIARY, OF ANY KIND WHATSOEVER, WHETHER ACCRUED, CONTINGENT,
ABSOLUTE, DETERMINED, DETERMINABLE OR OTHERWISE, OTHER THAN:
(I)
LIABILITIES
OR OBLIGATIONS (A) DISCLOSED OR PROVIDED FOR IN THE COMPANY BALANCE SHEET OR
DISCLOSED IN THE NOTES THERETO OR IN THE COMPANY'S CONSOLIDATED BALANCE SHEET OR
DISCLOSED IN THE NOTES THERETO INCLUDED IN THE COMPANY'S QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2006 OR (B) NOT REQUIRED BY GAAP TO BE
DISCLOSED OR PROVIDED FOR IN A CONSOLIDATED BALANCE SHEET OF THE COMPANY AND
THAT WERE INCURRED IN THE ORDINARY COURSE OF BUSINESS OR WHICH WOULD NOT BE
REASONABLY LIKELY TO HAVE, INDIVIDUALLY
24
OR IN THE AGGREGATE, A COMPANY MATERIAL ADVERSE EFFECT; (II) LIABILITIES OR
OBLIGATIONS OF PROJECT ENTITIES FOR WHICH THERE IS NO CONTRACTUAL OR OTHER
RECOURSE TO THE COMPANY OR ANY COMPANY SUBSIDIARY THAT IS NOT A PROJECT ENTITY,
(III) SPV GUARANTEES; (IV) CAPITAL COMMITMENTS TO SPECIAL PURPOSE VEHICLES; (V)
LIABILITIES OR OBLIGATIONS INCURRED AFTER JUNE 30, 2006 IN THE ORDINARY COURSE
OF BUSINESS; AND (VI) LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT OR
INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
(C)
NEITHER THE COMPANY NOR ANY COMPANY SUBSIDIARY IS A PARTY TO, OR
HAS A LEGALLY BINDING COMMITMENT TO ENTER INTO, ANY JOINT VENTURE, OFF BALANCE
SHEET PARTNERSHIP OR ANY SIMILAR CONTRACT (INCLUDING ANY CONTRACT RELATING TO
ANY TRANSACTION OR RELATIONSHIP BETWEEN OR AMONG THE COMPANY OR THE COMPANY
SUBSIDIARY, ON THE ONE HAND, AND ANY UNCONSOLIDATED AFFILIATE, INCLUDING ANY
STRUCTURED FINANCE, SPECIAL PURPOSE OR LIMITED PURPOSE ENTITY OR PERSON, ON THE
OTHER HAND OR ANY "OFF BALANCE SHEET ARRANGEMENTS" (AS DEFINED IN ITEM 303(A) OF
REGULATION S-K UNDER THE EXCHANGE ACT)) OTHER THAN (I) THE MINORITY INVESTMENTS
HELD BY THE COMPANY AS OF THE DATE HEREOF WITH RESPECT TO WHICH THERE IS NO
CONTRACTUAL OR OTHER RECOURSE TO THE COMPANY OR ANY SUBSIDIARY THAT IS NOT A
PROJECT ENTITY AND (II) WITH RESPECT TO THE SPECIAL PURPOSE VEHICLES, THOSE
ENTERED INTO IN CONNECTION WITH DEVELOPMENT AND INVESTMENT ACTIVITIES WITH
RESPECT TO WHICH NEITHER THE COMPANY NOR ANY COMPANY SUBSIDIARY THAT IS NOT A
PROJECT ENTITY HAS GUARANTEED THE INDEBTEDNESS OR OTHER PAYMENT OBLIGATION OF,
OR AGREED TO MAKE ANY EQUITY CONTRIBUTION TO, SUCH SPECIAL PURPOSE VEHICLE,
EXCEPT, IN EITHER CASE (X) AS DISCLOSED ON SECTION 4.6(B) OF THE COMPANY
DISCLOSURE SCHEDULE, AND (Y) SPV GUARANTEES.
NEITHER THE COMPANY NOR ANY
COMPANY SUBSIDIARY (OTHER THAN PROJECT ENTITIES) HAS ANY DIRECT OWNERSHIP
INTEREST IN ANY PROJECT OR OTHER REAL PROPERTY CONSTITUTING