DESIGNED TO ENSURE THAT SUCH INFORMATION IS ACCUMULATED AND COMMUNICATED TO THE
COMPANY'S MANAGEMENT AS APPROPRIATE TO ALLOW TIMELY DECISIONS REGARDING REQUIRED
DISCLOSURE.
THE COMPANY ON A CONSOLIDATED BASIS, INCLUDING ITS SUBSIDIARIES,
HAVE CARRIED OUT EVALUATIONS OF THE EFFECTIVENESS OF THEIR DISCLOSURE CONTROLS
AND PROCEDURES AS REQUIRED BY RULE 13A-15 OF THE EXCHANGE ACT.
(Y)
ACCOUNTING CONTROLS.
THE COMPANY ON A
CONSOLIDATED BASIS, INCLUDING ITS SUBSIDIARIES, MAINTAIN SYSTEMS OF "INTERNAL
CONTROL OVER FINANCIAL REPORTING" (AS DEFINED IN RULE 13A-15(F) OF THE EXCHANGE
ACT) THAT COMPLY WITH THE REQUIREMENTS OF THE EXCHANGE ACT AND HAVE BEEN
DESIGNED BY, OR UNDER THE SUPERVISION OF, THEIR RESPECTIVE PRINCIPAL EXECUTIVE
AND PRINCIPAL FINANCIAL OFFICERS, OR PERSONS PERFORMING SIMILAR FUNCTIONS, TO
PROVIDE REASONABLE ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING
AND THE PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL PURPOSES IN ACCORDANCE
WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA.
EXCEPT AS DISCLOSED IN EACH OF THE TIME OF SALE INFORMATION AND THE OFFERING
MEMORANDUM, THERE ARE NO MATERIAL WEAKNESSES IN THE COMPANY'S INTERNAL CONTROLS.
9
(Z)
NO BROKER'S FEES.
NEITHER THE COMPANY NOR
ANY OF ITS SUBSIDIARIES IS A PARTY TO ANY CONTRACT, AGREEMENT OR UNDERSTANDING
WITH ANY PERSON (OTHER THAN THIS AGREEMENT) THAT WOULD GIVE RISE TO A VALID
CLAIM AGAINST ANY OF THEM OR ANY INITIAL PURCHASER FOR A BROKERAGE COMMISSION,
FINDER'S FEE OR LIKE PAYMENT IN CONNECTION WITH THE OFFERING AND SALE OF THE
SECURITIES.
(AA)
RULE 144A ELIGIBILITY.
ON THE CLOSING DATE, THE
SECURITIES WILL NOT BE OF THE SAME CLASS AS SECURITIES LISTED ON A NATIONAL
SECURITIES EXCHANGE REGISTERED UNDER SECTION 6 OF THE EXCHANGE ACT OR QUOTED IN
AN AUTOMATED INTER-DEALER QUOTATION SYSTEM; AND EACH OF THE PRELIMINARY OFFERING
MEMORANDUM AND THE OFFERING MEMORANDUM, AS OF ITS RESPECTIVE DATE, CONTAINS OR
WILL CONTAIN ALL THE INFORMATION THAT, IF REQUESTED BY A PROSPECTIVE PURCHASER
OF THE SECURITIES, WOULD BE REQUIRED TO BE PROVIDED TO SUCH PROSPECTIVE
PURCHASER PURSUANT TO RULE 144A(D)(4) UNDER THE SECURITIES ACT.
(BB)
NO INTEGRATION.
NEITHER THE COMPANY NOR ANY OF
ITS AFFILIATES (AS DEFINED IN RULE 501(B) OF REGULATION D) HAS, DIRECTLY OR
THROUGH ANY AGENT, SOLD, OFFERED FOR SALE, SOLICITED OFFERS TO BUY OR OTHERWISE
NEGOTIATED IN RESPECT OF, ANY SECURITY (AS DEFINED IN THE SECURITIES ACT), THAT
IS OR WILL BE INTEGRATED WITH THE SALE OF THE SECURITIES IN A MANNER THAT WOULD
REQUIRE REGISTRATION OF THE SECURITIES UNDER THE SECURITIES ACT.
(CC)
NO GENERAL SOLICITATION OR DIRECTED SELLING
EFFORTS.
NONE OF THE COMPANY OR ANY OF ITS AFFILIATES OR ANY OTHER PERSON
ACTING ON ITS OR THEIR BEHALF (OTHER THAN THE INITIAL PURCHASERS, AS TO WHICH NO
REPRESENTATION IS MADE) HAS (I) SOLICITED OFFERS FOR, OR OFFERED OR SOLD, THE
SECURITIES BY MEANS OF ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING
WITHIN THE MEANING OF RULE 502(C) OF REGULATION D OR IN ANY MANNER INVOLVING A
PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE SECURITIES ACT OR (II)
ENGAGED IN ANY DIRECTED SELLING EFFORTS WITHIN THE