REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF
THE SEC WITH RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP"),
CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE
OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR
(II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY NOT
INCLUDE FOOTNOTES, YEAR END ADJUSTMENTS OR MAY BE CONDENSED OR SUMMARY
STATEMENTS) AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED
FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE
DATES THEREOF AND THE CONSOLIDATED 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).
EXCEPT AS SET FORTH IN THE FINANCIAL
STATEMENTS OF THE COMPANY INCLUDED IN THE SEC DOCUMENTS, THE COMPANY HAS NO
LIABILITIES, CONTINGENT OR OTHERWISE, OTHER THAN (I) LIABILITIES INCURRED IN THE
ORDINARY COURSE OF BUSINESS SUBSEQUENT TO DECEMBER 31, 2007, AND
(II) OBLIGATIONS UNDER CONTRACTS AND COMMITMENTS INCURRED IN THE ORDINARY COURSE
OF BUSINESS AND NOT REQUIRED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO
BE REFLECTED IN SUCH FINANCIAL STATEMENTS, WHICH, INDIVIDUALLY OR TAKEN IN THE
AGGREGATE WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
C.
THE COMPANY HAS ESTABLISHED AND MAINTAINS DISCLOSURE CONTROLS AND
PROCEDURES (AS SUCH TERM IS DEFINED IN RULE 13A-15(E) UNDER THE 1934 ACT).
SUCH
DISCLOSURE CONTROLS AND PROCEDURES:
(A) ARE DESIGNED TO ENSURE THAT MATERIAL
INFORMATION RELATING TO THE COMPANY AND ITS SUBSIDIARIES IS MADE KNOWN TO THE
COMPANY'S CHIEF EXECUTIVE OFFICER, PRESIDENT, CHIEF OPERATING OFFICER AND ITS
CHIEF FINANCIAL OFFICER BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE
PERIODS IN WHICH THE COMPANY'S REPORTS AND FILINGS UNDER THE 1934 ACT ARE BEING
PREPARED, (B) HAVE BEEN EVALUATED FOR EFFECTIVENESS AS OF THE END OF THE MOST
RECENT ANNUAL PERIOD REPORTED TO THE SEC, AND (C) ARE EFFECTIVE TO PERFORM THE
FUNCTIONS FOR WHICH THEY WERE ESTABLISHED.
EXCEPT AS SET FORTH ON SCHEDULE 4.5,
NEITHER THE AUDITORS OF THE COMPANY NOR THE BOARD OF DIRECTORS OF THE COMPANY
HAS BEEN ADVISED OF: (X) ANY SIGNIFICANT DEFICIENCIES OR MATERIAL WEAKNESSES IN
THE DESIGN OR OPERATION OF THE INTERNAL CONTROLS OVER FINANCIAL REPORTING (AS
SUCH TERM IS DEFINED IN RULE 13A-15(F) UNDER THE 1934 ACT) OF THE COMPANY THAT
HAVE MATERIALLY AFFECTED THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL
REPORTING; OR (Y) ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES MANAGEMENT
OR OTHER EMPLOYEES WHO HAVE A ROLE IN THE INTERNAL CONTROLS OVER FINANCIAL
REPORTING OF THE COMPANY.
4.6
ABSENCE OF CERTAIN CHANGES.
EXCEPT WITH RESPECT TO TRANSACTIONS
DISCLOSED IN THE SEC DOCUMENTS, AND THE TRANSACTIONS CONTEMPLATED HEREBY AND BY
EACH OF THE OTHER TRANSACTION DOCUMENTS, SINCE DECEMBER 31, 2007, (I) THE
COMPANY AND EACH OF ITS SUBSIDIARIES HAS CONDUCTED ITS BUSINESS ONLY IN THE
ORDINARY COURSE, CONSISTENT WITH PAST PRACTICE, AND SINCE THAT DATE, NO CHANGES
HAVE OCCURRED WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE