OF INCOME, STOCKHOLDERS'
EQUITY AND CASH FLOWS FOR THE THREE YEARS ENDED DECEMBER 31, 2008, TOGETHER WITH
THE NOTES THERETO, AND INCLUDED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008 (THE "COMPANY 10-K"), AS FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), AND THE UNAUDITED
CONSOLIDATED BALANCE SHEETS OF THE COMPANY AND THE COMPANY SUBSIDIARIES AS OF
JUNE 30, 2009 AND MARCH 31, 2009 AND RELATED CONSOLIDATED STATEMENTS OF INCOME,
STOCKHOLDERS' EQUITY AND CASH FLOWS FOR THE PERIODS THEN ENDED, INCLUDED IN THE
COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIODS ENDED JUNE 30, 2009 AND
MARCH 31, 2009 (COLLECTIVELY, THE "COMPANY FINANCIAL STATEMENTS"), (1) HAVE BEEN
PREPARED FROM, AND ARE IN ACCORDANCE WITH, THE BOOKS AND RECORDS OF THE COMPANY
AND THE COMPANY SUBSIDIARIES, (2) COMPLIED AS TO FORM, AS OF THEIR RESPECTIVE
DATE OF FILING WITH THE SEC, IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND WITH THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO, (3) HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A
CONSISTENT BASIS AND (4) PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE
CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND THE COMPANY SUBSIDIARIES AT
THE DATES SET FORTH THEREIN AND THE CONSOLIDATED RESULTS OF OPERATIONS, CHANGES
IN STOCKHOLDERS' EQUITY AND CASH FLOWS OF THE COMPANY AND THE COMPANY
SUBSIDIARIES FOR THE PERIODS STATED THEREIN (SUBJECT TO THE ABSENCE OF NOTES AND
YEAR-END AUDIT ADJUSTMENTS IN THE CASE OF INTERIM UNAUDITED STATEMENTS).
(G)
REPORTS.
(1)
SINCE DECEMBER 31, 2006, THE COMPANY AND
EACH COMPANY SUBSIDIARY HAVE FILED ALL MATERIAL REPORTS, REGISTRATIONS,
DOCUMENTS, FILINGS, STATEMENTS AND SUBMISSIONS TOGETHER WITH ANY REQUIRED
AMENDMENTS THERETO, THAT IT WAS REQUIRED TO FILE WITH ANY GOVERNMENTAL ENTITY
(THE FOREGOING, COLLECTIVELY, THE "COMPANY REPORTS") AND HAVE PAID ALL MATERIAL
FEES AND ASSESSMENTS DUE AND PAYABLE IN CONNECTION THEREWITH.
AS OF THEIR
RESPECTIVE FILING DATES, THE COMPANY REPORTS COMPLIED IN ALL MATERIAL RESPECTS
WITH ALL STATUTES AND APPLICABLE RULES AND REGULATIONS OF THE APPLICABLE
GOVERNMENTAL ENTITIES, AS THE CASE MAY BE.
TO THE KNOWLEDGE OF THE COMPANY, AS
OF THE DATE OF THIS AGREEMENT, THERE ARE NO OUTSTANDING COMMENTS FROM THE SEC OR
ANY OTHER GOVERNMENTAL ENTITY WITH RESPECT TO ANY COMPANY REPORT.
THE COMPANY
REPORTS, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE IN EACH OF THEM, EACH
CONTAINED ALL OF THE INFORMATION REQUIRED TO BE INCLUDED IN IT AND, WHEN IT WAS
FILED AND AS OF THE DATE OF EACH SUCH COMPANY REPORT FILED WITH OR FURNISHED TO
THE SEC, SUCH COMPANY REPORT DID NOT, AS OF ITS DATE OR IF AMENDED PRIOR TO THE
DATE OF THIS AGREEMENT, AS OF THE DATE OF SUCH AMENDMENT, CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER
TO MAKE THE STATEMENTS MADE IN IT, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING AND COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS
WITH THE APPLICABLE REQUIREMENTS OF