AMENDED OR SUPERSEDED BY A FILING, THEN ON THE DATE OF SUCH
AMENDING OR SUPERSEDING FILING, AND (II) IN THE CASE OF REGISTRATION STATEMENTS
AND PROXY STATEMENTS, ON THE DATES OF EFFECTIVENESS AND THE DATES OF MAILING
RESPECTIVELY, (X) COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
EXCHANGE ACT OR THE SECURITIES ACT, AS THE CASE MAY BE, AND THE RULES AND
REGULATIONS OF THE SEC THEREUNDER, AND (Y) DID NOT CONTAIN ANY UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN, IN THE LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
NO SUBSIDIARY
OF THE COMPANY IS A REGISTRANT WITH THE SEC.
12
(B)
EACH OF THE CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING, IN EACH
CASE, ANY NOTES THERETO) INCLUDED OR INCORPORATED BY REFERENCE IN THE SEC
REPORTS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT
THERETO, WAS PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS
THROUGHOUT THE PERIODS INDICATED (EXCEPT AS MAY BE INDICATED IN THE NOTES
THERETO) AND FAIRLY PRESENTED IN ALL MATERIAL RESPECTS THE CONSOLIDATED
FINANCIAL POSITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES AS AT THE RESPECTIVE DATES THEREOF AND FOR THE
RESPECTIVE PERIODS INDICATED THEREIN, EXCEPT AS OTHERWISE NOTED THEREIN AND
SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL, NON-MATERIAL AUDIT
ADJUSTMENTS.
(C)
EXCEPT AS SET FORTH ON OR RESERVED AGAINST IN THE CONSOLIDATED
BALANCE SHEET OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF JUNE 30,
2009 INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2009
INCLUDING THE NOTES THERETO, NONE OF THE COMPANY OR ANY OF ITS CONSOLIDATED
SUBSIDIARIES HAS ANY LIABILITIES OR OBLIGATIONS OF ANY NATURE (WHETHER ACCRUED,
ABSOLUTE, CONTINGENT OR OTHERWISE), EXCEPT FOR LIABILITIES OR OBLIGATIONS
(I) INCURRED SINCE JUNE 30, 2009 IN THE ORDINARY COURSE OF BUSINESS AND
CONSISTENT WITH PAST PRACTICE, (II) THAT ARE LESS THAN $20,000,000 IN THE
AGGREGATE OR (III) FUTURE LEASE OBLIGATIONS AS DISCLOSED IN THE COMPANY'S
FORM 10-K FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.
EXCEPT AS DISCLOSED IN
THE COMPANY'S FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2009, NEITHER THE COMPANY
NOR ANY OF ITS SUBSIDIARIES HAS ANY OUTSTANDING INDEBTEDNESS, OTHER THAN
INTERCOMPANY LOANS (AMONG WHOLLY OWNED SUBSIDIARIES) AND OTHER THAN INDEBTEDNESS
INCURRED IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICE
SINCE JUNE 30, 2009 IN AN AGGREGATE PRINCIPAL AMOUNT WHICH DOES NOT EXCEED
$5,000,000.
(D)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO, OR
HAS ANY COMMITMENT TO BECOME A PARTY TO, ANY JOINT VENTURE, OFF-BALANCE SHEET
PARTNERSHIP OR ANY SIMILAR CONTRACT OR ARRANGEMENT (INCLUDING ANY CONTRACT
RELATING TO ANY TRANSACTION OR RELATIONSHIP BETWEEN OR AMONG THE COMPANY AND ANY
OF ITS SUBSIDIARIES, ON THE ONE HAND, AND ANY UNCONSOLIDATED AFFILIATE OF