OF A MATERIAL FACT OR OMITTED
TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
SINCE THE FILING OF EACH OF THE SEC DOCUMENTS, NO EVENT
HAS OCCURRED THAT WOULD REQUIRE AN AMENDMENT OR SUPPLEMENT TO ANY SUCH SEC
DOCUMENT AND AS TO WHICH SUCH AN AMENDMENT OR SUPPLEMENT HAS NOT BEEN FILED AND
MADE PUBLICLY AVAILABLE ON THE SEC'S EDGAR SYSTEM NO LESS THAN FIVE BUSINESS
DAYS PRIOR TO THE DATE THIS REPRESENTATION IS MADE.
THE COMPANY HAS NOT
RECEIVED ANY WRITTEN COMMENTS FROM THE SEC STAFF THAT HAVE NOT BEEN RESOLVED TO
THE SATISFACTION OF THE SEC STAFF.
(II)
AS OF THEIR RESPECTIVE FILING DATES, THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND THE SUBSIDIARIES INCLUDED
IN THE SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH
APPLICABLE ACCOUNTING REQUIREMENTS AND THE SECURITIES LAWS WITH RESPECT
THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP,
CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (A) AS MAY BE
OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR (B) IN
THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE
FOOTNOTES AS PERMITTED UNDER SEC RULES) AND FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL POSITION OF THE COMPANY AND THE SUBSIDIARIES AS OF THE
DATES THEREOF AND THE RESULTS OF THEIR OPERATIONS AND CASH FLOWS FOR THE PERIODS
THEN ENDED (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END
AUDIT ADJUSTMENTS THAT ARE NOT MATERIAL INDIVIDUALLY OR IN THE AGGREGATE).
(III)
THE COMPANY IS NOT REQUIRED TO FILE ANY
AGREEMENT, NOTE, LEASE, MORTGAGE, DEED OR OTHER INSTRUMENT ENTERED INTO PRIOR
TO, AND IN EFFECT ON, THE DATE OF THIS AGREEMENT AND TO WHICH THE COMPANY OR ANY
SUBSIDIARY IS A PARTY OR BY WHICH THE COMPANY OR ANY SUBSIDIARY IS BOUND THAT
HAS NOT BEEN PREVIOUSLY FILED AS AN EXHIBIT (INCLUDING BY WAY OF INCORPORATION
BY REFERENCE) TO ITS REPORTS FILED OR MADE WITH THE SEC UNDER THE 1934 ACT.
(IV)
THERE IS NO MATERIAL TRANSACTION, ARRANGEMENT
OR OTHER RELATIONSHIP BETWEEN THE COMPANY AND AN UNCONSOLIDATED OR OTHER
OFF-BALANCE-SHEET ENTITY THAT IS REQUIRED TO BE DISCLOSED BY THE COMPANY IN ITS
REPORTS PURSUANT TO THE 1934 ACT THAT HAS NOT BEEN SO DISCLOSED IN THE SEC
DOCUMENTS AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE OF THIS AGREEMENT.
14
(V)
SINCE DECEMBER 31, 2006, THERE HAVE BEEN NO
INTERNAL OR SEC INQUIRIES OR INVESTIGATIONS (FORMAL OR INFORMAL) REGARDING
ACCOUNTING OR REVENUE RECOGNITION DISCUSSED WITH, REVIEWED BY OR INITIATED AT
THE DIRECTION OF ANY EXECUTIVE OFFICER, BOARD OF DIRECTORS OR ANY COMMITTEE
THEREOF OF THE COMPANY OR ANY OF THE SUBSIDIARIES.
(VI)
THE COMPANY HAS NEVER BEEN A "SHELL COMPANY"
(AS DEFINED IN RULE 12B-2 UNDER THE 1934 ACT).
h.
Principal Market.
The Company is not in
violation of any of the rules, regulations or requirements of the