STATE
AND FOREIGN INCOME AND FRANCHISE TAX RETURNS AND HAS PAID OR ACCRUED ALL TAXES
SHOWN AS DUE THEREON, AND THE COMPANY HAS NO KNOWLEDGE OF A TAX DEFICIENCY WHICH
HAS BEEN ASSERTED OR THREATENED AGAINST THE COMPANY OR ANY SUBSIDIARY.
(CC)
NO GENERAL SOLICITATION.
NEITHER THE COMPANY NOR TO ITS KNOWLEDGE
ANY PERSON ACTING ON BEHALF OF THE COMPANY HAS OFFERED OR SOLD ANY OF THE
SECURITIES BY ANY
16
FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING.
TO THE KNOWLEDGE OF THE
COMPANY, NO PERSON ACTING ON BEHALF OF THE COMPANY HAS OFFERED THE SECURITIES
FOR SALE OTHER THAN TO THE PURCHASERS AND CERTAIN OTHER "ACCREDITED INVESTORS"
WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT.
(DD)
FOREIGN CORRUPT PRACTICES.
NEITHER THE COMPANY, NOR TO THE KNOWLEDGE
OF THE COMPANY, ANY AGENT OR OTHER PERSON ACTING ON BEHALF OF THE COMPANY, HAS
(I) DIRECTLY OR INDIRECTLY, USED ANY FUNDS FOR UNLAWFUL CONTRIBUTIONS, GIFTS,
ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATED TO FOREIGN OR DOMESTIC
POLITICAL ACTIVITY, (II) MADE ANY UNLAWFUL PAYMENT TO FOREIGN OR DOMESTIC
GOVERNMENT OFFICIALS OR EMPLOYEES OR TO ANY FOREIGN OR DOMESTIC POLITICAL
PARTIES OR CAMPAIGNS FROM CORPORATE FUNDS, (III) FAILED TO DISCLOSE FULLY ANY
CONTRIBUTION MADE BY THE COMPANY (OR MADE BY ANY PERSON ACTING ON ITS BEHALF OF
WHICH THE COMPANY IS AWARE) WHICH IS IN VIOLATION OF LAW, OR (IV) VIOLATED IN
ANY MATERIAL RESPECT ANY PROVISION OF THE FOREIGN CORRUPT PRACTICES ACT OF 1977,
AS AMENDED.
(EE)
ACCOUNTANTS.
THE COMPANY'S CURRENT ACCOUNTING FIRM IS SET FORTH IN
THE SEC REPORTS.
TO THE KNOWLEDGE AND BELIEF OF THE COMPANY, SUCH ACCOUNTING
FIRM (I) IS A REGISTERED PUBLIC ACCOUNTING FIRM AS REQUIRED BY THE EXCHANGE ACT
AND (II) SHALL EXPRESS ITS OPINION WITH RESPECT TO THE FINANCIAL STATEMENTS TO
BE INCLUDED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDING
DECEMBER 31, 2007.
(FF)
NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS.
THERE ARE NO
DISAGREEMENTS OF ANY KIND PRESENTLY EXISTING, OR REASONABLY ANTICIPATED BY THE
COMPANY TO ARISE, BETWEEN THE COMPANY AND THE ACCOUNTANTS AND LAWYERS PRESENTLY
EMPLOYED BY THE COMPANY WHICH COULD REASONABLY AFFECT THE COMPANY'S ABILITY TO
PERFORM ANY OF ITS OBLIGATIONS UNDER ANY OF THE TRANSACTION DOCUMENTS, AND THE
COMPANY IS CURRENT WITH RESPECT TO ANY FEES OWED TO ITS ACCOUNTANTS AND LAWYERS.
(GG)
ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF SECURITIES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE PURCHASERS IS ACTING SOLELY IN
THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY.
THE COMPANY FURTHER
ACKNOWLEDGES THAT NO PURCHASER IS ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY OF
THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY AND ANY ADVICE GIVEN BY ANY
PURCHASER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AGENTS IN CONNECTION
WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY IS
MERELY INCIDENTAL TO THE PURCHASERS' PURCHASE OF THE SECURITIES.
THE COMPANY
FURTHER REPRESENTS TO EACH