ACCEPTED ACCOUNTING
PRINCIPLES OF THE UNITED STATES, CONSISTENTLY APPLIED ("GAAP").
THERE ARE NO
ACTUAL OR PROPOSED ADDITIONAL TAX ASSESSMENTS FOR ANY TAX PERIOD AGAINST EITHER
OF THE ISSUERS THAT WOULD, SINGLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS
AND RECORDS OF THE ISSUERS IN RESPECT OF ANY TAX LIABILITY FOR ANY TAX PERIODS
NOT FINALLY DETERMINED ARE ADEQUATE TO MEET ANY ASSESSMENTS OF TAX OR
RE-ASSESSMENTS OF ADDITIONAL TAX FOR ANY SUCH PERIOD.
(AA)
INTELLECTUAL PROPERTY.
THE ISSUERS OWN, POSSESS
OR ARE LICENSED UNDER, AND HAVE THE RIGHT TO USE, ALL TRADEMARKS, SERVICE MARKS,
TRADE NAMES AND OTHER INTELLECTUAL PROPERTY (COLLECTIVELY, "INTELLECTUAL
PROPERTY") CURRENTLY USED IN AND MATERIAL TO THE CONDUCT OF THEIR BUSINESS, FREE
AND CLEAR OF ALL LIENS, OTHER THAN PERMITTED LIENS.
TO THE KNOWLEDGE OF THE
ISSUERS, NO CLAIMS HAVE BEEN ASSERTED BY ANY PERSON CHALLENGING THE USE OF ANY
SUCH INTELLECTUAL PROPERTY BY EITHER OF THE ISSUERS AND THERE IS NO VALID BASIS
FOR ANY SUCH CLAIM, AND THE USE OF SUCH INTELLECTUAL PROPERTY BY THE ISSUERS
WILL NOT INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON.
(BB)
ACCOUNTING CONTROLS.
EACH OF THE ISSUERS
MAINTAINS A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE
REASONABLE ASSURANCE THAT (I) MATERIAL TRANSACTIONS ARE EXECUTED IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION, (II) MATERIAL TRANSACTIONS
ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
CONFORMITY WITH GAAP, AND TO MAINTAIN ASSET ACCOUNTABILITY, (III) ACCESS TO
ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATION, AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH
THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH
RESPECT TO ANY MATERIAL DIFFERENCES.
(CC)
FINANCIAL STATEMENTS.
THE UNAUDITED BALANCE
SHEET AS OF JUNE 30, 2005 OF THE COMPANY CONTAINED IN THE OFFERING CIRCULAR (THE
"COMPANY FINANCIAL STATEMENTS") PRESENTS FAIRLY THE FINANCIAL POSITION OF THE
COMPANY AS OF ITS DATE, AND HAS BEEN PREPARED IN ACCORDANCE WITH GAAP.
(DD)
NO MATERIAL ADVERSE CHANGE.
SUBSEQUENT TO THE
RESPECTIVE DATES AS OF WHICH INFORMATION IS GIVEN IN THE OFFERING CIRCULAR,
EXCEPT AS DISCLOSED IN THE OFFERING CIRCULAR,
16
(I) NEITHER OF THE ISSUERS HAS INCURRED ANY LIABILITIES, DIRECT OR CONTINGENT,
THAT ARE MATERIAL, SINGLY OR IN THE AGGREGATE, TO ANY OF THEM, OR HAS ENTERED
INTO ANY MATERIAL TRANSACTIONS NOT IN THE ORDINARY COURSE OF BUSINESS,
(II) THERE HAS NOT BEEN ANY MATERIAL DECREASE IN THE CAPITAL STOCK OR MEMBERSHIP
INTERESTS, AS THE CASE MAY BE, OR ANY MATERIAL INCREASE IN LONG-TERM
INDEBTEDNESS OR ANY MATERIAL INCREASE IN SHORT-TERM INDEBTEDNESS OF EITHER OF
THE ISSUERS, OR ANY PAYMENT OF OR DECLARATION TO PAY ANY DIVIDENDS OR ANY OTHER
DISTRIBUTION WITH RESPECT TO EITHER OF THE ISSUERS, AND (III) THERE HAS NOT BEEN
ANY MATERIAL ADVERSE CHANGE IN THE PROPERTIES, BUSINESS, PROSPECTS, OPERATIONS,
EARNINGS, ASSETS, LIABILITIES OR CONDITION (FINANCIAL OR OTHERWISE) OF THE
ISSUERS TAKEN AS A WHOLE (EACH OF CLAUSES (I)