MADE, NOT MISLEADING.
AS OF
THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE
SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE
ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO AS IN EFFECT AS OF THE TIME OF FILING.
SUCH FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY
BE OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR
(II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE
FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES THEREOF
AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED
(SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT
ADJUSTMENTS).
NO OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO
THE BUYERS WHICH IS NOT INCLUDED IN THE SEC DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, INFORMATION REFERRED TO IN SECTION 2(E) OF THIS AGREEMENT, CONTAINS
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCE UNDER WHICH THEY ARE OR WERE MADE, NOT MISLEADING.
THE COMPANY IS
ELIGIBLE TO USE FORM S-3 TO REGISTER THE REGISTRABLE SECURITIES (AS SUCH TERM IS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) FOR RESALE BY THE BUYERS AS
CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT, ACCORDING TO THE ELIGIBILITY
REQUIREMENTS FOR THE USE OF FORM S-3 IN TRANSACTIONS INVOLVING SECONDARY
OFFERINGS AS SET FORTH IN GENERAL INSTRUCTIONS I.A AND II.B.3 OF FORM S-3.
(K)
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS DISCLOSED IN SCHEDULE 3(K), SINCE
JUNE 30, 2007, NOTHING HAS OCCURRED THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS
TAKEN ANY STEPS TO SEEK PROTECTION PURSUANT TO ANY BANKRUPTCY LAW NOR DOES THE
COMPANY HAVE ANY KNOWLEDGE OR REASON TO BELIEVE THAT ITS CREDITORS INTEND TO
INITIATE INVOLUNTARY BANKRUPTCY PROCEEDINGS OR ANY ACTUAL KNOWLEDGE OF ANY FACT
WHICH WOULD REASONABLY LEAD A CREDITOR TO DO SO.
THE COMPANY AND ITS
SUBSIDIARIES, INDIVIDUALLY AND ON A CONSOLIDATED BASIS, ARE NOT AS OF THE DATE
HEREOF, AND AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY TO OCCUR
AT THE CLOSING WILL NOT, BE INSOLVENT (AS DEFINED BELOW).
FOR PURPOSES OF THIS
SECTION 3(K), "INSOLVENT" MEANS, WITH RESPECT TO ANY PERSON (AS DEFINED IN
SECTION 3(S)) (I) THE PRESENT FAIR SALEABLE VALUE OF SUCH PERSON'S ASSETS IS
LESS THAN THE AMOUNT REQUIRED TO PAY SUCH PERSON'S TOTAL INDEBTEDNESS (AS
DEFINED IN SECTION 3(S)), (II) SUCH PERSON IS UNABLE TO PAY ITS DEBTS AND
LIABILITIES, SUBORDINATED, CONTINGENT OR OTHERWISE, AS SUCH DEBTS AND
LIABILITIES BECOME ABSOLUTE AND MATURED, (III) SUCH PERSON INTENDS TO INCUR OR
BELIEVES THAT IT WILL INCUR DEBTS THAT WOULD BE BEYOND ITS ABILITY