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, EXCEPT AS SUBSEQUENTLY DISCLOSED IN LATER-FILED SEC DOCUMENTS.
B.
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.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP"),
CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE
OTHERWISE INDICATED IN SUCH
7
FINANCIAL STATEMENTS OR THE NOTES THERETO, OR (II) IN THE CASE OF UNAUDITED
INTERIM STATEMENTS, TO THE EXTENT THEY MAY NOT INCLUDE FOOTNOTES, YEAR END
ADJUSTMENTS OR MAY BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES AS OF THE DATES THEREOF AND THE CONSOLIDATED 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).
EXCEPT AS
SET FORTH IN THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC
DOCUMENTS, THE COMPANY HAS NO LIABILITIES, CONTINGENT OR OTHERWISE, OTHER THAN
(I) LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS SUBSEQUENT TO
DECEMBER 31, 2007, AND (II) OBLIGATIONS UNDER CONTRACTS AND COMMITMENTS INCURRED
IN THE ORDINARY COURSE OF BUSINESS AND NOT REQUIRED UNDER GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES TO BE REFLECTED IN SUCH FINANCIAL STATEMENTS, WHICH,
INDIVIDUALLY OR TAKEN IN THE AGGREGATE WOULD NOT REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
C.
THE COMPANY HAS ESTABLISHED AND MAINTAINS DISCLOSURE CONTROLS AND
PROCEDURES (AS SUCH TERM IS DEFINED IN RULE 13A-15(E) UNDER THE 1934 ACT).
SUCH
DISCLOSURE CONTROLS AND PROCEDURES:
(A) ARE DESIGNED TO ENSURE THAT MATERIAL
INFORMATION RELATING TO THE COMPANY AND ITS SUBSIDIARIES IS MADE KNOWN TO THE
COMPANY'S CHIEF EXECUTIVE OFFICER, PRESIDENT, CHIEF OPERATING OFFICER AND ITS
CHIEF FINANCIAL OFFICER BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE
PERIODS IN WHICH THE COMPANY'S REPORTS AND FILINGS UNDER THE 1934 ACT ARE BEING
PREPARED, (B) HAVE BEEN EVALUATED FOR EFFECTIVENESS AS OF THE END OF THE MOST
RECENT ANNUAL PERIOD REPORTED TO THE SEC, AND (C) ARE EFFECTIVE TO PERFORM THE
FUNCTIONS FOR WHICH THEY WERE ESTABLISHED.
EXCEPT AS SET FORTH ON SCHEDULE 4.5,
NEITHER THE AUDITORS OF THE COMPANY NOR THE BOARD OF DIRECTORS OF THE COMPANY
HAS BEEN ADVISED OF: (X) ANY SIGNIFICANT DEFICIENCIES OR MATERIAL WEAKNESSES IN
THE DESIGN OR OPERATION OF THE INTERNAL CONTROLS OVER FINANCIAL REPORTING (AS
SUCH TERM IS DEFINED IN RULE 13A-15(F) UNDER THE 1934 ACT) OF THE COMPANY THAT
HAVE MATERIALLY AFFECTED THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL
REPORTING; OR (Y) ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES MANAGEMENT
OR OTHER EMPLOYEES WHO HAVE A ROLE IN THE INTERNAL CONTROLS OVER FINANCIAL
REPORTING OF THE COMPANY.
4.6
ABSENCE OF CERTAIN