NOTICE LETTERS, ORDERS, PERMITS,
PLANS OR REGULATIONS ISSUED, ENTERED, PROMULGATED OR APPROVED THEREUNDER.
(Y)
SUBSIDIARY RIGHTS.
THE COMPANY OR ONE OF ITS SUBSIDIARIES 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 OR SUCH SUBSIDIARY.
(Z)
TAX STATUS.
THE COMPANY AND EACH OF ITS SUBSIDIARIES (I) HAS
MADE OR FILED ALL 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 SHOWN OR
DETERMINED TO BE DUE ON SUCH RETURNS, REPORTS AND DECLARATIONS, EXCEPT THOSE
BEING CONTESTED IN GOOD FAITH AND FOR WHICH IT HAS SET ASIDE ON ITS
14
BOOKS A PROVISION IN THE AMOUNT OF SUCH TAXES BEING CONTESTED IN GOOD FAITH AND
(III) HAS SET ASIDE ON ITS BOOKS PROVISIONS 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 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.
(AA)
INTERNAL ACCOUNTING 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-14 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 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.
(BB)
SARBANES-OXLEY ACT.
THE COMPANY IS IN COMPLIANCE WITH ANY AND ALL
APPLICABLE REQUIREMENTS OF THE SARBANES-OXLEY ACT OF 2002 ("SARBANES-OXLEY")
THAT ARE EFFECTIVE AS OF THE DATE HEREOF, AND ANY AND ALL APPLICABLE RULES AND
REGULATIONS PROMULGATED BY THE SEC THEREUNDER THAT ARE EFFECTIVE AS OF THE DATE
HEREOF.
(CC)
INVESTMENT