THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY
10
SUCCESSOR STATUTE (THE "SECURITIES ACT"), AND THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, OR ANY SUCCESSOR STATUTE (THE "EXCHANGE ACT").
NO EXECUTIVE
OFFICER OF THE COMPANY HAS FAILED IN ANY RESPECT TO MAKE THE CERTIFICATIONS
REQUIRED OF HIM OR HER UNDER SECTION 302 OR 906 OF THE SARBANES-OXLEY ACT OF
2002.
TO THE KNOWLEDGE OF THE COMPANY, THERE ARE NO FACTS OR CIRCUMSTANCES THAT
WOULD PREVENT ITS CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER FROM
GIVING THE CERTIFICATIONS AND ATTESTATIONS REQUIRED PURSUANT TO RULES 13A-14 AND
15D-14 UNDER THE EXCHANGE ACT, WITHOUT QUALIFICATION, WHEN NEXT DUE.
(2)
THE RECORDS, SYSTEMS, CONTROLS, DATA AND
INFORMATION OF THE COMPANY AND THE COMPANY SUBSIDIARIES ARE RECORDED, STORED,
MAINTAINED AND OPERATED UNDER MEANS (INCLUDING ANY ELECTRONIC, MECHANICAL OR
PHOTOGRAPHIC PROCESS, WHETHER COMPUTERIZED OR NOT) THAT ARE UNDER THE EXCLUSIVE
OWNERSHIP AND DIRECT CONTROL OF THE COMPANY OR THE COMPANY SUBSIDIARIES OR
ACCOUNTANTS (INCLUDING ALL MEANS OF ACCESS THERETO AND THEREFROM), EXCEPT FOR
ANY NONEXCLUSIVE OWNERSHIP AND NONDIRECT CONTROL THAT WOULD NOT, INDIVIDUALLY OR
IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
THE SYSTEM OF INTERNAL ACCOUNTING CONTROLS DESCRIBED BELOW IN THIS
SECTION 2.2(G).
THE COMPANY (A) HAS IMPLEMENTED AND MAINTAINS DISCLOSURE
CONTROLS AND PROCEDURES (AS DEFINED IN RULE 13A-15(E) OF THE EXCHANGE ACT) TO
ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY, INCLUDING ITS
CONSOLIDATED SUBSIDIARIES, IS MADE KNOWN TO THE CHIEF EXECUTIVE OFFICER AND THE
CHIEF FINANCIAL OFFICER OF THE COMPANY BY OTHERS WITHIN THOSE ENTITIES, AND
(B) HAS DISCLOSED, BASED ON ITS MOST RECENT EVALUATION PRIOR TO THE DATE OF THIS
AGREEMENT, TO THE COMPANY'S OUTSIDE AUDITORS AND THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS (X) ANY SIGNIFICANT DEFICIENCIES AND MATERIAL WEAKNESSES IN
THE DESIGN OR OPERATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING (AS DEFINED
IN RULE 13A-15(F) OF THE EXCHANGE ACT) THAT ARE REASONABLY LIKELY TO ADVERSELY
AFFECT THE COMPANY'S ABILITY TO RECORD, PROCESS, SUMMARIZE, AND REPORT FINANCIAL
INFORMATION, AND (Y) ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES
MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN THE COMPANY'S
INTERNAL CONTROLS OVER FINANCIAL REPORTING.
THE COMPANY HAS NO KNOWLEDGE OF ANY
REASON THAT ITS OUTSIDE AUDITORS AND ITS CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER WILL NOT BE ABLE TO GIVE THE CERTIFICATIONS AND ATTESTATIONS
REQUIRED PURSUANT TO THE RULES AND REGULATIONS ADOPTED PURSUANT TO SECTION 404
OF THE SARBANES-OXLEY ACT OF 2002, WITHOUT QUALIFICATION, WHEN NEXT DUE.
SINCE
DECEMBER 31, 2006, (I) NEITHER THE COMPANY NOR ANY COMPANY SUBSIDIARY NOR, TO
THE KNOWLEDGE OF THE COMPANY, ANY DIRECTOR, OFFICER, EMPLOYEE, AUDITOR,
ACCOUNTANT OR REPRESENTATIVE OF THE COMPANY OR ANY COMPANY SUBSIDIARY HAS
RECEIVED OR OTHERWISE HAD OR OBTAINED KNOWLEDGE OF ANY MATERIAL COMPLAINT,
ALLEGATION, ASSERTION OR CLAIM, WHETHER WRITTEN OR ORAL, REGARDING THE
ACCOUNTING OR AUDITING PRACTICES, PROCEDURES, METHODOLOGIES OR METHODS OF THE
COMPANY OR ANY COMPANY SUBSIDIARY OR THEIR RESPECTIVE INTERNAL ACCOUNTING
CONTROLS, INCLUDING ANY MATERIAL COMPLAINT, ALLEGATION, ASSERTION