Common use of Financial Information; SEC Documents Clause in Contracts

Financial Information; SEC Documents. (a) The Company has furnished to the Lenders complete and correct copies of the consolidated financial statements of the Company and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 and 2003 and consolidated statements of operations, changes in cash flows and stockholders’ equity, covering the three years ended December 31, 2004, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx LLP, independent accountants within the meaning of the Securities Act and the rules and regulations thereunder, and all of which statements are included or incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC under the Exchange Act. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writing, the Company’s auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s financial statements or financial affairs. (b) The Company has also furnished to the Lenders the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2005 and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ equity for the six months ended June 30, 2005. Such financial statements were prepared in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC since December 31, 2003 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 contained therein not false or misleading in light of the circumstances in which they were made. There are no facts which the Company has not disclosed in the Company Reports or disclosed to the Lenders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, subsequent to December 31, 2004, (i) none of the Company or any Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not in the ordinary course of business, in either case which is material to the Company or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any of the Company or any Guarantor and (iii) there has been no material change in the Company’s accounting principles. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, since December 31, 2004, there has been no Material Adverse Effect with respect to the Company and its Subsidiaries.

Financial Information; SEC Documents. (a) The Company has furnished to the Lenders Purchasers complete and correct copies of the consolidated financial statements of the Company and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 2001 and 2003 2000 and consolidated statements of operations, changes in cash flows and stockholders’ ' equity, covering the three years ended December 31, 20042001, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx LLP, independent accountants within the meaning of the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations thereunder, and all of which statements are included or incorporated by reference in the Company’s 's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 2001 filed with the SEC Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such financial statements have been prepared in conformity with GAAP generally accepted accounting principles in the United States ("US GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writing, the The Company’s 's auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s 's financial statements or financial affairs. (b) The Company has also furnished to the Lenders Purchasers the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June September 30, 2005 2002, and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ ' equity for the six nine months ended June September 30, 20052002 and September 30, 2001. Such financial statements were prepared in conformity with US GAAP applied on a basis consistent with the financial statements referred to in paragraph (a) of this Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC Commission since December 31, 2003 1997 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 contained therein not false or misleading in light of the circumstances in which they were made. There are no facts which the Company has not disclosed in the Company Reports or disclosed to the Lenders Purchasers which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s 's Quarterly Report on Form 10-Q for the quarter ended June September 30, 20052002, subsequent to December 31, 20042001, (i) none of the Company or any Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not in the ordinary course of business, in either case which is material to the Company or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any of the Company or any Guarantor and Guarantor, (iii) there has been no material change in the Company’s 's accounting principlesprinciples and (iv) none of the Company or any Guarantor has taken any actions which would have been prohibited under Article X if taken after the date hereof. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s 's Quarterly Report on Form 10-Q for the quarter ended June September 30, 20052002, since December 31, 20042001, there has been no Material Adverse Effect with respect to the Company and its Subsidiaries.

Financial Information; SEC Documents. (a) The Company has furnished filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since August 31, 2006 (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the Lenders complete and correct copies expiration of any such extension. As of their respective dates, the consolidated financial statements of SEC Documents complied in all material respects with the Company and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 and 2003 and consolidated statements of operations, changes in cash flows and stockholders’ equity, covering the three years ended December 31, 2004, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx LLP, independent accountants within the meaning requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and all none of which statements are included or incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC under the Exchange Act. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involvedDocuments, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writingwhen filed, the Company’s auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s financial statements or financial affairs. (b) The Company has also furnished to the Lenders the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2005 and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ equity for the six months ended June 30, 2005. Such financial statements were prepared in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC since December 31, 2003 contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein not false or misleading therein, in light of the circumstances in under which they were made. There are no facts which , not misleading; provided, however, that the Company has not disclosed makes no representation as to the information included in any SEC Documents prepared by third parties and included therein, and the Company makes no representation as to the accuracy of information contained in third party studies and reports cited in the SEC Documents. Each registration statement and any amendment thereto filed by the Company Reports or disclosed since August 31, 2006, pursuant to the Lenders whichSecurities Act and the rules and regulations thereunder, individually as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; provided, however, that the Company makes no representation as to the information included in any SEC Documents prepared by third parties and included therein, and the Company makes no representation as to the accuracy of information contained in third party studies and reports cited in the aggregateSEC Documents; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 of its issue date and as of the Schedule closing of Exceptions any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the Company’s Quarterly Report on Form 10-Q for light of the quarter ended June 30circumstances under which they were made, 2005not misleading; provided, subsequent however, that the Company makes no representation as to December 31, 2004, (i) none the information included in any SEC Documents prepared by third parties and included therein and the Company makes no representation as to the accuracy of information contained in third party studies and reports cited in the SEC Documents. The financial statements of the Company or any Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not included in the ordinary course of business, SEC Documents comply in either case which is all material to respects with applicable accounting requirements and the Company or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any rules and regulations of the Company or any Guarantor and (iii) there has been no material change in the Company’s accounting principles. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, since December 31, 2004, there has been no Material Adverse Effect Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP and remain subject to year end adjustments, and fairly present in all material respects the financial position of the Company and its Subsidiariesconsolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

Financial Information; SEC Documents. The Borrower has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (aor such shorter period as the Borrower was required by law to file such material) The Company (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “SEC Documents”) on a timely basis or has furnished received a valid extension of such time of filing and has filed any such SEC Documents prior to the Lenders complete and correct copies expiration of any such extension. As of their respective dates, the consolidated financial statements of SEC Documents complied in all material respects with the Company and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 and 2003 and consolidated statements of operations, changes in cash flows and stockholders’ equity, covering the three years ended December 31, 2004, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx LLP, independent accountants within the meaning requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and all none of which statements are included or incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC under the Exchange Act. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involvedDocuments, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writingwhen filed, the Company’s auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s financial statements or financial affairs. (b) The Company has also furnished to the Lenders the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2005 and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ equity for the six months ended June 30, 2005. Such financial statements were prepared in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC since December 31, 2003 contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein not false or misleading therein, in light of the circumstances in under which they were made, not misleading. There are no facts which Each registration statement and any amendment thereto filed by the Company has Borrower during the two years preceding the date hereof pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did not disclosed contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the Company Reports or disclosed to light of the Lenders whichcircumstances under which they were made, individually or not misleading. The financial statements of the Borrower included in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth SEC Documents comply in Section 4.8 all material respects with applicable accounting requirements and the rules and regulations of the Schedule Commission with respect thereto as in effect at the time of Exceptions filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP and remain subject to year end adjustments, and fairly present in all material respects the financial position of the Borrower and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the Company’s Quarterly Report on Form 10case of unaudited statements, to normal year-Q for the quarter ended June 30, 2005, subsequent to December 31, 2004, (i) none of the Company or any Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not in the ordinary course of business, in either case which is material to the Company or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any of the Company or any Guarantor and (iii) there has been no material change in the Company’s accounting principlesend audit adjustments. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, since December 31, 2004, there has been no Material Adverse Effect with respect to the Company and its Subsidiaries.

Financial Information; SEC Documents. (a) The Company has furnished to the Lenders Purchasers complete and correct copies of the consolidated financial statements of the Company and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 2001 and 2003 2000 and consolidated statements of operations, changes in cash flows and stockholders’ ' equity, covering the three years ended December 31, 20042001, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx Grant Thornton LLP, independent accountants within the meaning of the Sxxxxxxxxx Xxx of 1933, as amended (the "Securities Act Act") and the rules and regulations thereunder, and all of which statements are included or incorporated by reference in the Company’s 's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 2001 filed with the SEC Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such financial statements have been prepared in conformity with GAAP generally accepted accounting principles in the United States ("US GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writing, the The Company’s 's auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s 's financial statements or financial affairs. (b) The Company has also furnished to the Lenders Purchasers the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June September 30, 2005 2002, and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ ' equity for the six nine months ended June September 30, 20052002 and September 30, 2001. Such financial statements were prepared in conformity with US GAAP applied on a basis consistent with the financial statements referred to in paragraph (a) of this Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC Commission since December 31, 2003 1997 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 contained therein not false or misleading in light of the circumstances in which they were made. There are no facts which the Company has not disclosed in the Company Reports or disclosed to the Lenders Purchasers which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s 's Quarterly Report on Form 10-Q for the quarter ended June September 30, 20052002, subsequent to December 31, 20042001, (i) none of the Company or any Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not in the ordinary course of business, in either case which is material to the Company or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any of the Company or any Guarantor and Guarantor, (iii) there has been no material change in the Company’s 's accounting principlesprinciples and (iv) none of the Company or any Guarantor has taken any actions which would have been prohibited under Article X if taken after the date hereof. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s 's Quarterly Report on Form 10-Q for the quarter ended June September 30, 20052002, since December 31, 20042001, there has been no Material Adverse Effect with respect to the Company and its Subsidiaries.

Financial Information; SEC Documents. (a) The Since December 30, 2005, the Company has furnished filed all reports, schedules, forms, statements and other documents (“SEC Documents”) required to be filed by it with the SEC pursuant to the Lenders complete and correct copies of the consolidated financial statements of the Company and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 and 2003 and consolidated statements of operations, changes in cash flows and stockholders’ equity, covering the three years ended December 31, 2004, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx LLP, independent accountants within the meaning reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderof the SEC promulgated thereunder applicable to such SEC Documents, and all none of which statements are included or incorporated by reference in such SEC Documents, at the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 time they were filed with the SEC under the Exchange Act. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involvedSEC, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writing, the Company’s auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s financial statements or financial affairs. (b) The Company has also furnished to the Lenders the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2005 and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ equity for the six months ended June 30, 2005. Such financial statements were prepared in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC since December 31, 2003 contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein not false or misleading therein, in the light of the circumstances in under which they were made, not misleading. There are no facts which As of their respective dates, the financial statements of the Company has not disclosed included in such SEC Documents complied as to form in all material respects with applicable accounting requirements and the Company Reports or disclosed to the Lenders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 published rules and regulations of the Schedule of Exceptions or SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, subsequent to December 31, 2004, periods involved (except (i) none 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 exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company or any Guarantor has incurred any liability or obligationsas of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, direct or indirect, or entered into any transactions not in the ordinary course case of businessunaudited statements, in either case which is material to the Company normal year-end audit adjustments). No other information provided by or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any on behalf of the Company or any Guarantor and (iii) there has been no material change to the Purchaser that is not included in the Company’s accounting principles. (e) Except as set forth SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in Section 4.8 order to make the statements therein, in the light of the Schedule of Exceptions circumstance under which they are or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30were made, 2005, since December 31, 2004, there has been no Material Adverse Effect with respect to the Company and its Subsidiariesnot misleading.

Financial Information; SEC Documents. (a) The Company has furnished to the Lenders Holders complete and correct copies of the consolidated financial statements of the Company and its Subsidiariessubsidiaries, including consolidated balance sheets as of December 31, 2004 2002 and 2003 2001 and consolidated statements of operations, changes in cash flows and stockholders’ ' equity, covering the three years ended December 31, 20042002, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx LLP, independent accountants within the meaning of the Securities Act and the rules and regulations thereunder, and all of which statements are included or incorporated by reference in the Company’s 's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 2002 filed with the SEC Securities and Exchange Commission under the Exchange Act. Such financial statements have been prepared in conformity with GAAP generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writing, the The Company’s 's auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s 's financial statements or financial affairs. (b) The Company has also furnished to the Lenders Holders the unaudited consolidated balance sheet of the Company and its Subsidiaries subsidiaries as of June September 30, 2005 2003, and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ ' equity for the six nine months ended June September 30, 20052003. Such financial statements were prepared in conformity with GAAP generally accepted accounting principles in the United States applied on a basis consistent with the financial statements referred to in Section 4.8(a5.4(a) and fairly present the consolidated financial position of the Company and its Subsidiaries subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC Securities and Exchange Commission since December 31, 2003 1997 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 contained therein not false or misleading in light of the circumstances in which they were made. There are no facts which the Company has not disclosed in the Company Reports or disclosed to the Lenders Holders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s 's Quarterly Report on Form 10-Q for the quarter ended June September 30, 2005, subsequent to December 31, 2004, (i) none of the Company or any Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not in the ordinary course of business, in either case which is material to the Company or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any of the Company or any Guarantor and (iii) there has been no material change in the Company’s accounting principles. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 20052003, since December 31, 20042002, there has been no Material Adverse Effect with respect to the Company and its Subsidiaries.

Financial Information; SEC Documents. (a) The Company has furnished to the Lenders complete and correct copies of the consolidated financial statements of the Company and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 and 2003 and consolidated statements of operations, changes in cash flows and stockholders’ equity, covering the three years ended December 31, 2004, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx LLP, independent accountants within the meaning of the Securities Act and the rules and regulations thereunder, and all of which statements are included or incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC under the Exchange Act. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writing, the Company’s auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s financial statements or financial affairs. (b) The Company has also furnished to the Lenders the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30March 31, 2005 and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ equity for the six three months ended June 30March 31, 2005. Such financial statements were prepared in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC since December 31, 2003 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 contained therein not false or misleading in light of the circumstances in which they were made. There are no facts which the Company has not disclosed in the Company Reports or disclosed to the Lenders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30March 31, 2005, subsequent to December 31, 2004, (i) none of the Company or any Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not in the ordinary course of business, in either case which is material to the Company or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any of the Company or any Guarantor and (iii) there has been no material change in the Company’s accounting principles. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30March 31, 2005, since December 31, 2004, there has been no Material Adverse Effect with respect to the Company and its Subsidiaries.

Financial Information; SEC Documents. (a) The Company has furnished to the Lenders Purchasers complete and correct copies of the consolidated financial statements of the Company and its Subsidiaries, including consolidated balance sheets as of December 313 1 , 2004 2001 and 2003 2000 and consolidated statements of operations, changes in cash flows and stockholders’ ' equity, covering the three years ended December 313 1 , 2004200 1 , all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Gxxxx Xxxxxxxx LLP, independent accountants within the meaning of the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations thereunder, and all of which statements are included or incorporated by reference in the Company’s 's Annual Report on Form 10-K for the fiscal year ended December 313 1 , 2004 2001 filed with the SEC Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1 934, as amended (the "Exchange Act"). Such financial statements have been prepared in conformity with GAAP generally accepted accounting principles in the United States ("US GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writing, the The Company’s 's auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s 's financial statements or financial affairs. (b) The Company has also furnished to the Lenders Purchasers the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June September 30, 2005 2002, and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ ' equity for the six nine months ended June September 30, 20052002 and September 30, 2001. Such financial statements were prepared in conformity with US GAAP applied on a basis consistent with the financial statements referred to in paragraph (a) of this Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC Commission since December 313 1, 2003 1 997 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 contained therein not false or misleading in light of the circumstances in which they were made. There are no facts which the Company has not disclosed in the Company Reports or disclosed to the Lenders Purchasers which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s 's Quarterly Report on Form 10-Q for the quarter ended June September 30, 20052002, subsequent to December 313 1, 20042001 , (i) none of the Company or any Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not in the ordinary course of business, in either case which is material to the Company or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any of the Company or any Guarantor and Guarantor, (iii) there has been no material change in the Company’s 's accounting principlesprinciples and (iv) none of the Company or any Guarantor has taken any actions which would have been prohibited under Article X if taken after the date hereof. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s 's Quarterly Report on Form 10l0-Q for the quarter ended June September 30, 20052002, since December 313 1 , 20042001, there has been no Material Adverse Effect with respect to the Company and its Subsidiaries.

Financial Information; SEC Documents. (a) The Company has furnished filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Lenders complete and correct copies reporting requirements of the consolidated financial statements Exchange Act, for the two years preceding the date hereof, the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to as the SEC Documents. Except for the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2008 filed with the SEC on August 14, 2008, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Company and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 and 2003 and consolidated statements of operations, changes in cash flows and stockholders’ equity, covering the three years ended December 31, 2004, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx LLP, independent accountants within the meaning of the Securities Exchange Act and the rules and regulations thereunderof the SEC promulgated thereunder applicable to such SEC Documents, and all none of which statements are included or incorporated by reference in such SEC Documents, at the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 time they were filed with the SEC under the Exchange Act. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involvedSEC, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writing, the Company’s auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s financial statements or financial affairs. (b) The Company has also furnished to the Lenders the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2005 and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ equity for the six months ended June 30, 2005. Such financial statements were prepared in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC since December 31, 2003 contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein not false or misleading therein, in the light of the circumstances in under which they were made, not misleading. There are no facts which the Company has not disclosed in the Company Reports or disclosed to the Lenders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 of the Schedule of Exceptions or in for the Company’s Quarterly Report quarterly report on Form 10-Q for the quarter ended June 30, 20052008 filed with the SEC on August 14, subsequent 2008, as of their respective dates, the financial statements of the Company included in such SEC Documents complied as to December 31form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, 2004consistently applied, during the periods involved (except (i) none 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 exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company or any Guarantor has incurred any liability or obligationsas of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, direct or indirect, or entered into any transactions not in the ordinary course case of businessunaudited statements, in either case which is material to the Company normal year-end audit adjustments). No other information provided by or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any on behalf of the Company or any Guarantor and (iii) there has been no material change to the Purchaser that is not included in the Company’s accounting principles. (e) Except as set forth SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in Section 4.8 order to make the statements therein, in the light of the Schedule of Exceptions circumstance under which they are or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30were made, 2005, since December 31, 2004, there has been no Material Adverse Effect with respect to the Company and its Subsidiariesnot misleading.

Financial Information; SEC Documents. (a) The Company has furnished to the Lenders complete and correct copies of the consolidated financial statements of the Company and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 and 2003 and consolidated statements of operations, changes in cash flows and stockholders’ equity, covering the three years ended December 31, 2004, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx LLP, independent accountants within the meaning of the Securities Act and the rules and regulations thereunder, and all of which statements are included or incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC under the Exchange Act. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writing, the Company’s auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s financial statements or financial affairs. (b) The Company has also furnished to the Lenders the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June September 30, 2005 and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ equity for the six nine months ended June September 30, 2005. Such financial statements were prepared in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC since December 31, 2003 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 contained therein not false or misleading in light of the circumstances in which they were made. There are no facts which the Company has not disclosed in the Company Reports or disclosed to the Lenders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June September 30, 2005, subsequent to December 31, 2004, (i) none neither of the Company or any the Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not in the ordinary course of business, in either case which is material to the Company or any the Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any of the Company or any the Guarantor and (iii) there has been no material change in the Company’s accounting principles. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June September 30, 2005, since December 31, 2004, there has been no Material Adverse Effect with respect to the Company and its Subsidiaries.

Financial Information; SEC Documents. (a) The Company has furnished to the Lenders Purchasers complete and correct copies of the consolidated financial statements of the Company and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 2002 and 2003 2001 and consolidated statements of operations, changes in cash flows and stockholders’ ' equity, covering the three years ended December 31, 20042002, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Xxxxxxxx LLP, independent accountants within the meaning of the Securities Act and the rules and regulations thereunder, and all of which statements are included or incorporated by reference in the Company’s 's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 2002 filed with the SEC under the Exchange Act. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as otherwise stated therein and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods. Except as previously disclosed to the Lenders in writing, the The Company’s 's auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s 's financial statements or financial affairs. (b) The Company has also furnished to the Lenders Purchasers the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June September 30, 2005 2003, and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ ' equity for the six nine months ended June September 30, 20052003. Such financial statements were prepared in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 4.8(a) and fairly present the consolidated financial position of the Company and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). (c) None of the documents filed by the Company with the SEC since December 31, 2003 1997 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 contained therein not false or misleading in light of the circumstances in which they were made. There are no facts which the Company has not disclosed in the Company Reports or disclosed to the Lenders Purchasers which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s 's Quarterly Report on Form 10-Q for the quarter ended June September 30, 20052003, subsequent to December 31, 20042002, (i) none of the Company or any Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not in the ordinary course of business, in either case which is material to the Company or any Guarantor, as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any of the Company or any Guarantor and Guarantor, (iii) there has been no material change in the Company’s 's accounting principlesprinciples and (iv) none of the Company or any Guarantor has taken any actions which would have been prohibited under Article X if taken after the date hereof. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s 's Quarterly Report on Form 10-Q for the quarter ended June September 30, 20052003, since December 31, 20042002, there has been no Material Adverse Effect with respect to the Company and its Subsidiaries.

Financial Information; SEC Documents. (a) The Company Borrower has furnished to the Lenders complete and correct copies of Lender the consolidated financial statements of the Company Borrower and its Subsidiaries, including consolidated balance sheets as of December 31, 2004 1998 and 2003 1997 and consolidated statements of operations, changes in cash flows and stockholders’ ' equity, covering the three years ended December 31, 20041998, all of which statements have been certified by BDO Xxxxxxx LLP or Xxxxx Granx Xxxxxxxx LLPXXX, independent accountants within the meaning of the Securities Act and the rules and regulations thereundercertified public accountants, and all of which statements are included or incorporated by reference in the Company’s Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 1998 filed with the SEC Commission under the Exchange Act. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as otherwise stated therein and fairly present the consolidated financial position condition of the Company Borrower and its Subsidiaries as of the dates thereof and their consolidated the results of the operations of Borrower and its Subsidiaries for such periods. Except as previously disclosed to the Lenders in writing, the Company’s auditors have raised no material issues nor delivered any material correspondence with respect to any of the Company’s financial statements or financial affairs. (b) The Company Borrower has also furnished to the Lenders Lender the unaudited consolidated balance sheet sheets of the Company Borrower and its Subsidiaries as of June 30December 31, 2005 1999, and the related unaudited consolidated statements of operations, consolidated statements of cash flow and consolidated statements of stockholders’ ' equity for the six three months and twelve months ended June 30December 31, 20051999 and December 31, 1998. Such financial statements were prepared fairly present, in conformity with GAAP United States generally accepted accounting principles ("GAAP") applied on a basis consistent with the financial statements referred to in Section 4.8(aparagraph (a) and fairly present of this section, the consolidated financial position of the Company Borrower and its Subsidiaries as of such date and their consolidated results of operations for such periods (subject to normal year-end adjustments). Since December 31, 1999, Borrower has not had net losses (as calculated in conformity with GAAP applied on a basis consistent with the financial statements referred to in paragraph (a) of this section) of more than $5,000,000. (c) None of the documents filed by the Company Borrower with the SEC Commission since December 31June 30, 2003 1998 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 contained therein not false or misleading in light of the circumstances in which they were made. There are is no facts fact known to the Borrower which the Company Borrower has not disclosed in the Company Reports or disclosed to the Lenders whichLender prior to or as of the date of this Loan Agreement which materially and adversely affects, individually or in the aggregatefuture is likely to materially and adversely affect, could reasonably be expected to have a Material Adverse Effect. the business, properties, condition (dfinancial or otherwise) Except as set forth in Section 4.8 or business prospects of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30Borrower and its Subsidiaries, 2005, subsequent to December 31, 2004, (i) none of the Company or any Guarantor has incurred any liability or obligations, direct or indirect, or entered into any transactions not in the ordinary course of business, in either case which is material to the Company or any Guarantor, taken as a whole, (ii) there has not been any material change in the short-term debt or long-term debt of any of the Company or any Guarantor and (iii) there has been no material change in the Company’s accounting principles. (e) Except as set forth in Section 4.8 of the Schedule of Exceptions or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, since December 31, 2004, there has been no Material Adverse Effect with respect to the Company and its Subsidiaries.