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)
SINCE DECEMBER 31, 2006, NONE OF THE COMPANY, THE SUBSIDIARIES
AND THEIR RESPECTIVE OFFICERS AND DIRECTORS HAS MADE ANY FILING WITH THE SEC,
ISSUED ANY PRESS RELEASE OR MADE, DISTRIBUTED, PAID FOR OR APPROVED (OR ENGAGED
ANY OTHER PERSON TO MAKE OR DISTRIBUTE) ANY OTHER PUBLIC STATEMENT, REPORT,
ADVERTISEMENT OR COMMUNICATION ON BEHALF OF THE COMPANY OR ANY OF THE
SUBSIDIARIES OR OTHERWISE RELATING TO THE COMPANY OR ANY OF THE SUBSIDIARIES
THAT CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS ANY STATEMENT OF
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY ARE OR WERE MADE, NOT MISLEADING OR HAS
PROVIDED ANY OTHER INFORMATION TO ANY BUYER, INCLUDING INFORMATION REFERRED TO
IN SECTION 2(D), THAT, CONSIDERED IN THE AGGREGATE, CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS
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THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE OR WERE MADE,
NOT MISLEADING.
(IV)
EXCEPT AS REQUIRED BY THE AMENDED AND RESTATED CREDIT AGREEMENT
(AS DEFINED IN SECTION 4(G)), THE COMPANY IS NOT REQUIRED TO FILE ANY AGREEMENT,
NOTE, LEASE, MORTGAGE, DEED OR OTHER INSTRUMENT ENTERED INTO PRIOR TO THE DATE
THIS REPRESENTATION IS MADE AND IN EFFECT ON THE DATE THIS REPRESENTATION IS
MADE 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.
(V)
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.
(VI)
SINCE DECEMBER 31, 2006, THERE HAVE BEEN NO INTERNAL OR SEC
INQUIRIES OR INVESTIGATIONS (FORMAL OR INFORMAL) REGARDING ACCOUNTING OR REVENUE
RECOGNITION DISCUSSED WITH,