IN THE PRICING DISCLOSURE
PACKAGE AND THE OFFERING MEMORANDUM, THE COMPANY HAS NOT (I) ISSUED OR GRANTED
ANY SECURITIES OTHER THAN ISSUANCES OF COMMON STOCK PURSUANT TO EXERCISES OF
EMPLOYEE STOCK OPTIONS DISCLOSED AS BEING OUTSTANDING IN THE PRICING DISCLOSURE
PACKAGE AND THE OFFERING MEMORANDUM, (II) INCURRED ANY LIABILITY OR OBLIGATION,
DIRECT OR CONTINGENT, OTHER THAN LIABILITIES AND OBLIGATIONS THAT WERE INCURRED
IN THE
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ORDINARY COURSE OF BUSINESS, (III) ENTERED INTO ANY MATERIAL TRANSACTION NOT IN
THE ORDINARY COURSE OF BUSINESS OR (IV) DECLARED OR PAID ANY DIVIDEND ON ITS
CAPITAL STOCK.
(MM)
THE COMPANY AND EACH OF ITS SUBSIDIARIES (I) MAKES AND KEEPS ACCURATE
BOOKS AND RECORDS AND (II) MAINTAINS AND HAS MAINTAINED EFFECTIVE INTERNAL
CONTROL OVER FINANCIAL REPORTING AS DEFINED IN RULE 13A-5 UNDER THE EXCHANGE ACT
AND A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE
ASSURANCE THAT (A) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S
GENERAL OR SPECIFIC AUTHORIZATION, (B) TRANSACTIONS ARE RECORDED AS NECESSARY TO
PERMIT PREPARATION OF ITS FINANCIAL STATEMENTS IN CONFORMITY WITH ACCOUNTING
PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES AND TO MAINTAIN
ACCOUNTABILITY FOR ITS ASSETS, (C) ACCESS TO ITS ASSETS IS PERMITTED ONLY IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION AND (D) THE
REPORTED ACCOUNTABILITY FOR ITS ASSETS IS COMPARED WITH EXISTING ASSETS AT
REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY
DIFFERENCES.
(NN)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES (I) IS IN VIOLATION
OF ITS CHARTER OR BY-LAWS (OR SIMILAR ORGANIZATIONAL DOCUMENTS), (II) IS IN
DEFAULT, AND NO EVENT HAS OCCURRED THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH,
WOULD CONSTITUTE SUCH A DEFAULT, IN THE DUE PERFORMANCE OR OBSERVANCE OF ANY
TERM, COVENANT, CONDITION OR OTHER OBLIGATION CONTAINED IN ANY INDENTURE,
MORTGAGE, DEED OF TRUST, LOAN AGREEMENT, LICENSE OR OTHER AGREEMENT OR
INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH ANY OF ITS
PROPERTIES OR ASSETS IS SUBJECT OR (III) IS IN VIOLATION OF ANY STATUTE OR ANY
ORDER, RULE OR REGULATION OF ANY COURT OR GOVERNMENTAL AGENCY OR BODY HAVING
JURISDICTION OVER IT OR ITS PROPERTY OR ASSETS OR HAS FAILED TO OBTAIN ANY
LICENSE, PERMIT, CERTIFICATE, FRANCHISE OR OTHER GOVERNMENTAL AUTHORIZATION OR
PERMIT NECESSARY TO THE OWNERSHIP OF ITS PROPERTY OR TO THE CONDUCT OF ITS
BUSINESS, EXCEPT IN THE CASE OF CLAUSES (II) AND (III), TO THE EXTENT ANY SUCH
CONFLICT, BREACH, VIOLATION OR DEFAULT WOULD NOT, IN THE AGGREGATE, REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(OO)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES, NOR, TO THE
KNOWLEDGE OF THE COMPANY, ANY DIRECTOR, OFFICER, AGENT, EMPLOYEE OR OTHER PERSON
ASSOCIATED WITH OR ACTING ON BEHALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES,
HAS (I) USED ANY CORPORATE FUNDS FOR ANY UNLAWFUL CONTRIBUTION, GIFT,
ENTERTAINMENT OR OTHER UNLAWFUL EXPENSE RELATING TO POLITICAL ACTIVITY;
(II) MADE ANY DIRECT OR INDIRECT UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC
GOVERNMENT OFFICIAL OR EMPLOYEE FROM CORPORATE FUNDS; (III)