SUBJECT TO THE CONSENTS SET FORTH IN
SECTION 3.5, RESULT IN A VIOLATION OF ANY LEGAL REQUIREMENT APPLICABLE TO THE
COMPANY OR BY WHICH ANY PROPERTY OR ASSET OF THE COMPANY OR ANY SUBSIDIARY IS
BOUND OR AFFECTED, EXCEPT IN THE CASE OF CLAUSES (II) AND (III) ABOVE, FOR SUCH
CONFLICTS, DEFAULTS, RIGHTS OR VIOLATIONS WHICH WOULD NOT REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT ON THE COMPANY.
3.4
SEC FILINGS; FINANCIAL STATEMENTS; INTERNAL CONTROLS.
(A)
SEC FILINGS.
AS OF THE DATE HEREOF, THE COMPANY HAS FILED ALL
REQUIRED REGISTRATION STATEMENTS, PROSPECTUSES, REPORTS, SCHEDULES, FORMS,
STATEMENTS AND OTHER DOCUMENTS (INCLUDING EXHIBITS AND ALL OTHER INFORMATION
INCORPORATED BY REFERENCE) REQUIRED TO BE FILED BY IT WITH THE SEC SINCE
DECEMBER 31, 2007.
ALL SUCH REGISTRATION STATEMENTS, PROSPECTUSES, REPORTS,
SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS IN THE FORM FILED WITH THE SEC
HAVE BEEN MADE AVAILABLE TO THE PURCHASER OR ARE PUBLICLY AVAILABLE IN THE
INTERACTIVE DATA ELECTRONIC APPLICATIONS DATABASE OF THE SEC.
ALL SUCH REQUIRED
REGISTRATION STATEMENTS, PROSPECTUSES, REPORTS, SCHEDULES, FORMS, STATEMENTS AND
OTHER DOCUMENTS, AS AMENDED, ARE REFERRED TO HEREIN AS THE "COMPANY SEC
REPORTS."
AS OF THEIR RESPECTIVE DATES (OR IF SUBSEQUENTLY AMENDED OR
SUPPLEMENTED, ON THE DATE OF SUCH AMENDMENT OR SUPPLEMENT), THE COMPANY SEC
REPORTS (I) WERE PREPARED IN ACCORDANCE AND COMPLIED IN ALL MATERIAL RESPECTS
WITH THE REQUIREMENTS OF THE SECURITIES ACT OR THE EXCHANGE ACT, AS THE CASE MAY
BE, AND THE RULES AND REGULATIONS OF THE SEC THEREUNDER APPLICABLE TO SUCH
COMPANY SEC REPORTS, AND (II) DID NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY
IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
NONE OF THE COMPANY'S SUBSIDIARIES IS
REQUIRED TO FILE ANY FORMS, REPORTS OR OTHER DOCUMENTS WITH THE SEC.
NO
EXECUTIVE OFFICER OF THE COMPANY HAS FAILED TO MAKE THE CERTIFICATIONS REQUIRED
OF HIM OR HER UNDER SECTION 302 OR 906 OF THE SARBANES-OXLEY ACT OF 2002, AS
AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, WITH RESPECT TO
ANY COMPANY SEC REPORT, EXCEPT AS DISCLOSED IN CERTIFICATIONS FILED WITH
8
THE COMPANY SEC REPORTS.
NEITHER THE COMPANY NOR ANY OF ITS EXECUTIVE OFFICERS
HAS RECEIVED NOTICE FROM ANY GOVERNMENTAL ENTITY CHALLENGING OR QUESTIONING THE
ACCURACY, COMPLETENESS, FORM OR MANNER OF FILING OF SUCH CERTIFICATIONS.
(B)
FINANCIAL STATEMENTS.
EACH OF THE CONSOLIDATED FINANCIAL
STATEMENTS (INCLUDING, IN EACH CASE, ANY RELATED NOTES THERETO) CONTAINED IN THE
COMPANY SEC REPORTS (THE "COMPANY FINANCIALS"): (I) COMPLIED IN ALL MATERIAL
RESPECTS WITH THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT
THERETO; (II) WAS PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS
THROUGHOUT THE PERIODS INVOLVED (EXCEPT AS MAY BE INDICATED IN THE NOTES THERETO
OR, IN THE CASE OF UNAUDITED INTERIM FINANCIAL STATEMENTS, FOR NORMAL AND
RECURRING YEAR-END ADJUSTMENTS AND AS MAY BE PERMITTED BY THE SEC ON FORM 10-Q,
8-K