BY FORM 10-Q AND
REGULATION S-X UNDER THE EXCHANGE ACT) APPLIED ON A CONSISTENT BASIS DURING THE
PERIODS INVOLVED (EXCEPT AS MAY BE INDICATED IN THE NOTES THERETO) AND FAIRLY
PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE RESPECTIVE DATES THEREOF AND
THE CONSOLIDATED RESULTS OF THEIR OPERATIONS AND THEIR CONSOLIDATED CASH FLOWS
FOR THE PERIODS INDICATED (SUBJECT, IN THE
10
CASE OF UNAUDITED QUARTERLY STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND
TO ANY OTHER ADJUSTMENTS DESCRIBED THEREIN, WHICH WERE NOT AND ARE NOT EXPECTED
TO BE MATERIAL IN AMOUNT TO THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE).
(C)
CERTAIN COMPLIANCE MATTERS.
(I)
THE COMPANY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE PROVISIONS OF THE SARBANES-OXLEY ACT. EACH OF THE PRINCIPAL EXECUTIVE
OFFICER OF THE COMPANY AND THE PRINCIPAL FINANCIAL OFFICER OF THE COMPANY HAS
MADE ALL CERTIFICATIONS REQUIRED BY RULE 15D-14 UNDER THE EXCHANGE ACT WITH
RESPECT TO THE SEC FILINGS. FOR PURPOSES OF THIS AGREEMENT, "PRINCIPAL EXECUTIVE
OFFICER" AND "PRINCIPAL FINANCIAL OFFICER" HAVE THE MEANINGS GIVEN TO SUCH TERMS
IN THE SARBANES-OXLEY ACT.
(II)
THE COMPANY'S SYSTEM OF "INTERNAL CONTROL OVER FINANCIAL
REPORTING" (AS DEFINED IN RULE 15D-15(F) UNDER THE EXCHANGE ACT) IS REASONABLY
SUFFICIENT IN ALL MATERIAL RESPECTS TO PROVIDE REASONABLE ASSURANCE (X) THAT
TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN ACCORDANCE WITH GAAP, (Y) THAT RECEIPTS AND EXPENDITURES ARE BEING
MADE ONLY IN ACCORDANCE WITH THE AUTHORIZATION OF MANAGEMENT OF THE COMPANY AND
(Z) REGARDING PREVENTION OR TIMELY DETECTION OF UNAUTHORIZED ACQUISITION, USE OR
DISPOSITION OF THE COMPANY'S ASSETS THAT COULD HAVE A MATERIAL EFFECT ON THE
COMPANY'S FINANCIAL STATEMENTS.
(III)
THE COMPANY'S "DISCLOSURE CONTROLS AND PROCEDURES" (AS DEFINED IN
RULE 15D-15(E) UNDER THE EXCHANGE ACT) ARE REASONABLY DESIGNED IN ALL MATERIAL
RESPECTS TO ENSURE THAT (X) INFORMATION REQUIRED TO BE DISCLOSED BY THE COMPANY
IN THE REPORTS THAT IT FILES OR SUBMITS UNDER THE EXCHANGE ACT IS RECORDED,
PROCESSED, SUMMARIZED AND REPORTED WITHIN THE TIME PERIODS SPECIFIED IN THE
RULES AND FORMS OF THE SEC AND (Y) ALL SUCH INFORMATION IS ACCUMULATED AND
COMMUNICATED TO THE COMPANY'S MANAGEMENT AS APPROPRIATE TO ALLOW TIMELY
DECISIONS REGARDING REQUIRED DISCLOSURE AND TO MAKE THE CERTIFICATIONS OF THE
PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF THE COMPANY
REQUIRED UNDER THE EXCHANGE ACT WITH RESPECT TO SUCH REPORTS.
(D)
INTERCOMPANY INDEBTEDNESS. WITH RESPECT TO EACH OF THE LOANS
CONSTITUTING INTERCOMPANY INDEBTEDNESS SET FORTH IN SECTION 2.4(D) OF THE
DISCLOSURE LETTER, SUCH SECTION OF THE DISCLOSURE LETTER ACCURATELY SETS FORTH
THE NAME OF THE LENDER OF SUCH LOAN, THE NAME OF THE BORROWER OF SUCH LOAN AND
THE OUTSTANDING PRINCIPAL AMOUNT OF SUCH LOAN AS OF MARCH 31, 2007
(COLLECTIVELY, THE "DESIGNATED INTERCOMPANY LOANS").
2.5
Absence of Undisclosed Liabilities. Except (i) as reflected or
reserved against on the Company's consolidated balance sheet for the fiscal year
ended December 31, 2006, or the notes thereto, included in the Financial