Common use of Internal Accounting Controls Clause in Contracts

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except The Company maintains a system of “internal control over financial reporting” (as set forth defined in the SEC Reports, the Company is in material compliance with all provisions Rule 13a-15(f) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as Exchange Act) that complies with the requirements of the Closing DateExchange Act and has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”). The Company and the Subsidiaries maintain a system of maintains internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization; and (iv) the recorded accountability interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for assets is compared in all material respects and has been prepared in accordance with the existing assets at reasonable intervals Commission’s rules and appropriate action is taken with respect to any differencesguidelines applicable thereto. The Company’s internal accounting controls are effective and the Company has established disclosure is not aware of any material weaknesses in the accounting controls of the Company. The Company’s independent auditors and procedures board of directors have been advised of: (x) all “material weaknesses” and “significant deficiencies” (each, as defined in Rule 12b-2 of the Exchange Act Rules 13a-15(eAct), if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (y) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls (whether or not remediated); all such material weaknesses and 15d-15(e)) for significant deficiencies, if any, have been disclosed in the Company Registration Statement and designed the Prospectus in all material respects; and, since the date of the most recent evaluation of such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Dateinternal controls, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined controls or in the Exchange Act) other factors that has materially affectedcould significantly affect internal controls, or is reasonably likely including any corrective actions with regard to materially affect, the Company’s internal control over financial reportingsignificant deficiencies and material weaknesses.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that has have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting of the Company and its Subsidiaries.

Internal Accounting Controls. Except as set forth in During the SEC ReportsReporting Period, the Company is in material compliance with all provisions shall, and shall cause each of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act Subsidiaries to (i) at all times keep books, records and accounts with respect to all of 2002 which are applicable to it as of the Closing Date. The Company such Person’s business activities, in accordance with sound accounting practices and the Subsidiaries GAAP consistently applied, (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iiiC) access to assets or incurrence of liability is permitted only in accordance with management’s general or specific authorization, authorization and (ivD) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The , (iii) timely file and make publicly available on the SEC’s ▇▇▇▇▇ system, all certifications and statements required by (M) Rule 13a-14 or Rule 15d-14 under the 1934 Act and (N) Section 906 of Sarbanes Oxley with respect to any Company has established SEC Documents, (iv) maintain disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the 1934 Act, (as defined in Exchange Act Rules 13a-15(ev) and 15d-15(e)) for the Company and designed cause such disclosure controls and procedures to be effective at all times to ensure that the information required to be disclosed by the Company in the reports that it files with or submits under to the Exchange Act SEC (X) is recorded, processed, summarized and reported, reported accurately within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of forms and (Y) is accumulated and communicated to the Company’s disclosure controls management, including its principal executive officer and procedures principal financial officer, as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act appropriate to allow timely decisions regarding required disclosure, (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s vi) maintain internal control over financial reporting required by Rule 13a-14 or Rule 15d-14 under the 1934 Act, and (as vii) cause such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting to be effective at all times and not contain any material weaknesses.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and each of the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) rules 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure controls and procedures to ensure so that they are effective in ensuring that 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 Commission’s rules and formsforms of the Commission, including, without limitation, controls and procedures designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s Form 10-KSB or 10-QSB, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-B under the end of the period covered by Exchange Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-KSB or Form 10-QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 308(c) of Regulation S-B under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, would significantly affect the Company’s internal control over financial reportingcontrols. Neither the Company nor any of its Subsidiaries has received any written notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls control over financial reporting (as such term is defined in the Exchange Act) sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, and (ii) 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 differences. The Company has established Company’s certifying officers are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)Act) for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information required relating to be disclosed by the Company is made known to the certifying officers by others within those entities, particularly during the periods since December 31, 2003 in which the reports it files or submits Company’s filings under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have been prepared; (b) evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by and presented in the Company’s most recently filed periodic report filings under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the their conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations procedures, as of the Evaluation Date. Since end of the Evaluation Dateperiods covered by such filings since December 31, 2003 under the Exchange Act based on such evaluation; and (c) since the last evaluation date referred to in (b) above, there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting have been identified.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Subsidiaries maintain a system Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) 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 differences. The Company has established disclosure controls ; and procedures (as defined v) the interactive data in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed eXtensible Business Reporting Language included or incorporated by the Company reference in the reports it files or submits under Offering Memorandum and the Exchange Act is recorded, processed, summarized Pricing Disclosure Package fairly present the information called for in all material respects and reported, within the time periods specified are prepared in accordance with the Commission’s rules and formsguidelines applicable thereto. The Company’s certifying officers have evaluated Except as described in the effectiveness Offering Memorandum, since the end of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Daterecent audited fiscal year, there have has been (i) no changes material weakness in the Company’s internal control over financial reporting (as such term is defined whether or not remediated) and (ii) no change in the Exchange Act) Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (including any corrective actions with regard to significant deficiencies and material weaknesses). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) 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.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedmade known to the certifying officers by others within those entities, processedparticularly during the period in which the Company’s Form 10-K or 10-Q, summarized and reportedas the case may be, within the time periods specified in the Commission’s rules and formsis being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-K under the end of the period covered by Securities Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) or, to the Exchange Act) Company’s knowledge, in other factors that has would materially affected, or is reasonably likely to materially affect, affect the Company’s internal control over financial reportingreporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and each of the Subsidiaries maintain maintains a system of internal accounting controls sufficient in the judgment of the Company’s management to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that the Company is able to collect the information that it is required to be disclosed by the Company disclose in the reports it files or submits under with the Exchange Act is recordedCommission and to process, processed, summarized summarize and reported, within disclose this information in the time periods specified in the Commission’s rules and formsrules. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act June 30, 2007 (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under Form 10-QSB for the Exchange Act quarter ended June 30, 2007, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s 's internal control over financial reporting (as such term is defined in the Exchange ActAct Rule 13a-15) that has materially affectedor, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could significantly affect the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Acquiror Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (ia) transactions are executed in accordance with management’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, (iiic) access to assets is permitted only in accordance with management’s general or specific authorization, and (ivd) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Acquiror Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Acquiror Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Acquiror Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms. The Acquiror Company’s certifying officers have evaluated the effectiveness of the Acquiror Company’s disclosure controls and procedures as of the end of the period periods covered by the Acquiror Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Acquiror Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Acquiror Company’s 's internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Acquiror Company’s 's internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP as applied in the United States and to maintain asset accountability, accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and authorizations; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls ; and procedures (as defined v) the interactive data in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed eXtensible Business Reporting Language included or incorporated by the Company reference in the reports it files Registration Statement, the General Disclosure Package or submits under the Exchange Act is recorded, processed, summarized Prospectus fairly presents the information called for in all material respects and reported, within the time periods specified has been prepared in all material respects in accordance with the Commission’s rules and formsguidelines applicable thereto. The Company’s certifying officers system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as described in the Registration Statement, the General Disclosure Package or the Prospectus, since the date of the latest audited financial statements included in or incorporated by reference into the Registration Statement, the General Disclosure Package or the Prospectus, (a) the Company has not been advised of (1) any significant deficiencies in the design or operation of internal controls over financial reporting that are reasonably likely to materially affect the ability of the Company to record, process, summarize and report financial information or data, or any material weaknesses in internal controls over financial reporting and (2) any fraud, whether or not material, that involves management or other employees who have evaluated a significant role in the effectiveness internal controls over financial reporting of the Company’s disclosure controls , and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such b) since that date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have has been no changes change in the Company’s internal control controls over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control controls over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, (iii) access to the Company’s 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 differences. The Company has and each of its Subsidiaries have established and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15 promulgated under the Exchange Act Rules 13a-15(eAct), (ii) and 15d-15(e)) for the Company and designed such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company and its Subsidiaries in the reports it files they will file or submits submit under the Exchange Act is recorded, processed, summarized accumulated and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness communicated to management of the Company’s Company and its Subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures as of are effective in all material respects to perform the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Datefunctions for which they were established. Since the Evaluation Datedate of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by Somekh ▇▇▇▇▇▇▇, a member of KPMG International and the audit committee of the board of directors of the Company, (i) the Company has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company and each of its Subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its Subsidiaries, and (ii) since that date, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined controls or in the Exchange Act) other factors that has materially affectedcould significantly affect internal controls, or is reasonably likely including any corrective actions with regard to materially affect, the Company’s internal control over financial reportingsignificant deficiencies and material weaknesses.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company Borrower and the ---------------------------- Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s '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 differences. The Company Borrower has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company Borrower and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Borrower, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Borrower's Form 10-K or submits under 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s Borrower's certifying officers have evaluated the effectiveness of the Company’s disclosure Borrower's controls and procedures as in accordance with Item 307 of the end of the period covered by the Company’s most recently filed periodic report Regulation S-K under the Exchange Act for the Borrower's most recently ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”"EVALUATION DATE"). The Company Borrower presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s Borrower's internal control over financial reporting controls (as such term is defined in Item 308(c) of Regulation S-K under the Exchange Act) or, to the Borrower's knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s Borrower's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP Canadian Securities Laws and IFRS and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified meaning of Canadian Securities Laws) is effective in all material respects and there has been no material weakness in their internal control over financial reporting other than as set forth in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation DateIncorporated Documents. Since the Evaluation Date, date of the latest audited consolidated financial statements included or incorporated by reference in the Pricing Prospectuses and the Prospectuses there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the documents incorporated by reference in the Prospectuses. The Company and its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and within the meaning of Canadian Securities Laws) that comply with the requirements of the Exchange Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Such disclosure controls and procedures are effective in all material respects. There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. Except as set forth During the Reporting Period, the Company shall, and, shall cause each of its Subsidiaries to: (i) at all times keep books, records and accounts with respect to all of such Person’s business activities, in accordance with sound accounting practices and GAAP consistently applied; (ii) continue to undertake the remediation activities disclosed in the SEC Reports, Documents so that the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable ultimately able to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iiiC) access to assets or incurrence of liability is permitted only in accordance with management’s general or specific authorization, authorization and (ivD) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The ; (iii) timely file and make publicly available on the SEC’s ▇▇▇▇▇ system, all certifications and statements required by (A) Rule 13a-14 or Rule 15d-14 under the 1934 Act and (B) Section 906 of Sarbanes Oxley with respect to any Periodic Reports; (iv) continue to undertake the remediation activities disclosed in the SEC Documents so that the Company has established is ultimately able to maintain disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) required by Rule 13a-15 or Rule 15d-15 under the 1934 Act, and 15d-15(e)) for the Company and designed to cause such disclosure controls and procedures to be effective at all times to ensure that the information required to be disclosed by the Company in the reports that it files with or submits under to the Exchange Act SEC (A) is recorded, processed, summarized and reported, reported accurately within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of forms and (B) is accumulated and communicated to the Company’s disclosure controls management, including its principal executive officer and procedures principal financial officer, as of appropriate to allow timely decisions regarding required disclosure; and (v) continue to undertake the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes remediation activities disclosed in the Company’s SEC Documents so that the Company is ultimately able to maintain internal control over financial reporting (as required by Rule 13a-14 or Rule 15d-14 under the 1934 Act, and to cause such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting to be effective at all times and not contain any material weaknesses.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company Parent and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company Parent has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company Parent and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recordedmade known to the certifying officers by others within those entities, processedparticularly during the period in which Parent’s Form 10-K or 10-Q, summarized and reportedas the case may be, within the time periods specified in the Commission’s rules and formsis being prepared. The CompanyParent’s certifying officers have evaluated the effectiveness of the CompanyParent’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-K under the end of the period covered by the CompanySecurities Act for Parent’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company Parent presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the CompanyParent’s internal control over financial reporting (as such term is defined in the Exchange ActAct Rules 13a-15(f) and 15d-15(f)) or, to Parent’s knowledge, in other factors that has would materially affected, or is reasonably likely to materially affect, the Companyaffect Parent’s internal control over financial reportingreporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. 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 differences. The Company has established disclosure controls ; and procedures (as defined in Exchange Act Rules 13a-15(ev) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the U.S. Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and its Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the U.S. Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the U.S. Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that has have materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reportingreporting of the Company and its Subsidiaries. The Company and its Subsidiaries are in material compliance with any and all applicable requirements of the U.S. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any and all applicable rules and regulations promulgated by the SEC thereunder.

Internal Accounting Controls. Except as set forth disclosed in the SEC ReportsProspectus and on Schedule 3.1(s), the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable U.S. Securities Laws and U.S. GAAP and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified meaning of Canadian Securities Laws) is effective in all material respects and there has been no material weakness in their internal control over financial reporting other than as set forth in the Commission’s rules Incorporated Documents. Except as disclosed in the Prospectus and forms. The Company’s certifying officers have evaluated on Schedule 3.1(s), since the effectiveness date of the Company’s disclosure controls latest audited consolidated financial statements included or incorporated by reference in the Base Prospectus and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, Prospectus there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.reporting other than as disclosed in the documents incorporated by reference in the Prospectus. Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company and its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and within the meaning of Canadian Securities Laws) that comply with the requirements of the Exchange Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain Each Loan Party maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure controls and procedures to ensure so that they are effective in ensuring that 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 Commission’s rules and formsforms of the Commission, including, without limitation, controls and procedures designed to ensure that material information relating to the Loan Parties is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-K under the end of the period covered by Exchange Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 308(c) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, would significantly affect the Company’s internal control over financial reportingcontrols. No Loan Party has received any written notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the Company.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP as applied in the United States and to maintain asset accountability, accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and authorizations; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls ; and procedures (as defined v) the interactive data in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed eXtensible Business Reporting Language included or incorporated by the Company reference in the reports it files or submits under Registration Statement and the Exchange Act is recorded, processed, summarized Prospectus fairly presents the information called for in all material respects and reported, within the time periods specified has been prepared in all material respects in accordance with the Commission’s rules and formsguidelines applicable thereto. The Company’s certifying officers system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as described in the Registration Statement and the Prospectus, since the date of the latest audited financial statements included in or incorporated by reference into the Registration Statement and the Prospectus, (a) the Company has not been advised of (1) any significant deficiencies in the design or operation of internal controls over financial reporting that are reasonably likely to materially affect the ability of the Company to record, process, summarize and report financial information or data, or any material weaknesses in internal controls over financial reporting and (2) any fraud, whether or not material, that involves management or other employees who have evaluated a significant role in the effectiveness internal controls over financial reporting of the Company’s disclosure controls , and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such b) since that date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have has been no changes change in the Company’s internal control controls over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control controls over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is and its Subsidiaries are in material compliance with all the provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are and any and all applicable rules and regulations promulgated by the Commission currently applicable to it as of the Closing Date. The Company and its Subsidiaries. Except as disclosed in the Company SEC Documents, the Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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, 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 differences. The Except as set forth in or contemplated by the Company has SEC Documents, the Company and its Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s and its Subsidiaries’ internal control over financial reporting (as such term is defined in the Exchange Act) or, to the Company’s Knowledge, in other factors that has materially affected, or is would be reasonably likely to materially affect, affect the Company’s and its Subsidiaries’ internal control over financial reporting. The Company maintains a standard system of accounting established and administered in conformity with GAAP and the applicable requirements of the Exchange Act.

Internal Accounting Controls. Except as set forth in the SEC ReportsSchedule 2.24, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s '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 differences. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company that could reasonably be expected to delay the filing or processing of a registration statement with the SEC. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Form 10-KSB or submits under 10-QSB, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of a date within 90 days prior to the end filing date of the period covered by Form 10-QSB for the Company’s most recently filed periodic report under the Exchange Act quarter ended June 30, 2003 (such date, the “"Evaluation Date”"). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-QSB for the quarter ended June 30, 2003 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s 's internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-B under the Exchange Act) that has materially affectedor, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could significantly affect the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth disclosed in the SEC ReportsProspectus and on Schedule 3.1(s), the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian Securities Laws and GAAP and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified meaning of Canadian Securities Laws) is effective in all material respects and there has been no material weakness in their internal control over financial reporting other than as set forth in the Commission’s rules Incorporated Documents. Except as disclosed in the Prospectus and forms. The Company’s certifying officers have evaluated on Schedule 3.1(s), since the effectiveness date of the Company’s disclosure controls latest audited consolidated financial statements included or incorporated by reference in the most recent Preliminary Prospectus and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, Prospectus there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the documents incorporated by reference in the Prospectus. Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company and its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and within the meaning of Canadian Securities Laws) that comply with the requirements of the Exchange Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Except as disclosed in the Prospectus and on Schedule 3.1(s), such disclosure controls and procedures are effective in all material respects. Except as disclosed in the Prospectus and on Schedule 3.1(s), there is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2002 Annual Report and the Company’s 's most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the “an "Evaluation Date”"). The Company presented in the 2002 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2002 Annual Report, there have been no significant changes in the Company’s 's internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls. Absence of Certain Changes. Except as set forth in Section 3(i) of the Disclosure Schedule, since December 31, 2002, there has materially affectedbeen no material adverse change and no material adverse development in the business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy or receivership law, nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings with respect to the Company or any of its Subsidiaries. Transactions With Affiliates. Except as set forth in Section 3(j) of the Disclosure Schedule, none of the officers, directors, or employees of the Company or any of its Subsidiaries is reasonably likely presently a party to materially affectany transaction with the Company or any of its Subsidiaries (other than for ordinary course services solely in their capacity as officers, directors or employees), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or any corporation, partnership, trust or other entity in which any such officer, director, or employee has an ownership interest of five percent or more or is an officer, director, trustee or partner. Absence of Litigation. Except as disclosed in Section 3(k) of the Disclosure Schedule, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body (including, without limitation, the SEC) pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company’s internal control over financial reporting, any of its Subsidiaries, or any of their respective directors or officers in their capacities as such. There are no facts which, if known by a potential claimant or governmental authority, could give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to the Company or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Securities Act or the Exchange Act.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is in material compliance with all the provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are currently applicable to it as of the Closing DateCompany. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Form 10-K or submits under 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-K under the end of the period covered by Exchange Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 308(c) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols. The books, records and accounts of the Company accurately and fairly reflect the transactions in, and dispositions of, the assets of, and the results of operations of, the Company. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit the preparation of financial statements by the Company in conformity with U.S. GAAP and [Japanese GAAP/accounting principles generally accepted in Japan], as applicable, and to maintain asset accountability, ; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, and ; (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement is accurate. The Company Except as disclosed in the Time of Sale Prospectus and the Prospectus, nothing has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for come to the attention of the Company and designed such disclosure controls and procedures that has caused it to ensure that information required to be disclosed by believe that, since the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness end of the Company’s disclosure controls most recent audited fiscal year, any of the Company or any consolidated subsidiary has experienced any material difficulties with regard to clauses (A) through (E) above. Except as described in the Time of Sale Prospectus and procedures as of the Prospectus, since the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act recent audited fiscal year, there has been (such date1) no material weakness as defined in AS 2201, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes Public Company Accounting Oversight Board in the Company’s internal control over financial reporting (as such term is defined whether or not remediated) and (2) no change in the Exchange Act) Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act or the FIEA is recorded, processed, summarized and reported, within the time periods specified in the rules and regulations under the 1934 Act or the FIEA, as the case may be, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-15 and 15d-15(e)15d-15) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the end filing date of the period covered by Annual Report and the Company’s most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the an “Evaluation Date”). The Company presented in the Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the Annual Report, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols, except as expressly disclosed in the Select SEC Documents as to changes that occurred after the Evaluation Date.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. (a) The Company and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with the management’s general or specific authorizations, (ii) 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 the 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 differences. The Company has established disclosure controls Company’s internal control over financial reporting is effective, and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by is not aware of any material weaknesses in its internal control. Since the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness date of the Company’s disclosure controls latest audited financial statements filed with the Securities and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation DateCommission, there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (b) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Such disclosure controls and procedures (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and (ii) are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised that there is (A) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls, or (B) any material weaknesses in internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to material weaknesses. The principal executive officer (or the equivalents) and principal financial officer (or the equivalent) of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the statements made in each such certification are accurate. The Company, its Subsidiaries and, to the Company’s knowledge, its directors and officers, are each in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Internal Accounting Controls. Except as set forth in the SEC Reportson Schedule 3.1(t), the Company is in material compliance with all provisions requirements of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which 2002, as amended, and the rules and regulations thereunder, that are applicable to it as of the Closing Dateit. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control controls over financial reporting (as such term is defined in Rule 13a-15(e) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles 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 differences. The There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers. Except as set forth in the SEC Reports, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Form 10-K or submits under 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the end filing date of the period covered by Form 10-K for the Company’s most recently filed periodic report under the Exchange Act fiscal year ended December 31, 2002 (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-K for the fiscal year ended December 31, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) that has materially affected, or is reasonably likely to materially affector, the Company’s knowledge, in other factors that could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP Canadian Securities Laws and IFRS and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified meaning of Canadian Securities Laws) is effective in all material respects and there has been no material weakness in their internal control over financial reporting other than as set forth in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation DateIncorporated Documents. Since the Evaluation Date, date of the latest audited consolidated financial statements included or incorporated by reference in the Base Prospectuses and the Prospectuses there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the documents incorporated by reference in the Prospectuses. The Company and its Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and within the meaning of Canadian Securities Laws) that comply with the requirements of the Exchange Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Such disclosure controls and procedures are effective in all material respects. There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is in material compliance with all the provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are currently applicable to it as of the Closing DateCompany. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits under the Exchange Act Company’s Form 20-F is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-K under the end of the period covered by Exchange Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal year-end (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 20-F the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 308(c) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols. The books, records and accounts of the Company accurately and fairly reflect the transactions in, and dispositions of, the assets of, and the results of operations of, the Company. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Accounting Controls. Except The Company maintains a system of “internal control over financial reporting” (as set forth defined in the SEC Reports, the Company is in material compliance with all provisions Rule 13a-15(f) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as Exchange Act) that complies with the requirements of the Closing DateExchange Act and has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”). The Company and the Subsidiaries maintain a system of maintains internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for assets is compared in all material respects and has been prepared in accordance with the existing assets at reasonable intervals Commission’s rules and appropriate action is taken with respect to any differencesguidelines applicable thereto. The Company’s internal accounting controls are effective and the Company has established disclosure is not aware of any material weaknesses in the accounting controls of the Company. The Company’s independent auditors and procedures board of directors have been advised of: (x) all “material weaknesses” and “significant deficiencies” (each, as defined in Rule 12b-2 of the Exchange Act Rules 13a-15(eAct), if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (y) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls (whether or not remediated); all such material weaknesses and 15d-15(e)) for significant deficiencies, if any, have been disclosed in the Company Registration Statement and designed the Prospectus in all material respects; and, since the date of the most recent evaluation of such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Dateinternal controls, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined controls or in the Exchange Act) other factors that has materially affectedcould significantly affect internal controls, or is reasonably likely including any corrective actions with regard to materially affect, the Company’s internal control over financial reportingsignificant deficiencies and material weaknesses.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. (a) The Company and each of the Subsidiaries maintain a system of internal accounting controls meeting the requirements of Section 13(b)(2) of the Exchange Act and sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. generally accepted accounting principles and to maintain asset accountability, accountability for the Company’s assets; (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 differences. . (b) The Company maintains a system of internal accounting controls it has established and maintains and evaluates “disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that (i) material information relating to the Company and its Subsidiaries is made known to the management of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certificates required by the Exchange Act with respect to documents required to be filed by the Company with the SEC, and (ii) the Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. The principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC, and the statements contained in each such certification are complete and correct; the Company, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC and the NYSE promulgated thereunder.

Internal Accounting Controls. Except as set forth disclosed in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles 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 differences. The Except as disclosed in the SEC Reports, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Form 10-K or submits under 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-K under the end of the period covered by Exchange Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since Except as disclosed in the SEC Reports, since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 308(c) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC ReportsSchedule 2.24, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s '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 differences. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company that could reasonably be expected to delay the filing or processing of a registration statement with the SEC. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Form 10-KSB or submits under 10-QSB, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of a date within 90 days prior to the end filing date of the period covered by Form 10-KSB for the Company’s most recently filed periodic report under the Exchange Act year ended December 31, 2002 (such date, the “"Evaluation Date”"). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-KSB for the year ended December 31, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s 's internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-B under the Exchange Act) that has materially affectedor, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could significantly affect the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2002 Annual Report and the Company’s 's most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the “Evaluation Date”an "EVALUATION DATE"). The Company presented in the 2002 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2002 Annual Report, there have been no significant changes in the Company’s 's internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls. Absence of Certain Changes. Except as set forth in Section 3(i) of the Disclosure Schedule, since December 31, 2002, there has materially affectedbeen no material adverse change and no material adverse development in the business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy or receivership law, nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings with respect to the Company or any of its Subsidiaries. Transactions With Affiliates. Except as set forth in Section 3(j) of the Disclosure Schedule, none of the officers, directors, or employees of the Company or any of its Subsidiaries is reasonably likely presently a party to materially affectany transaction with the Company or any of its Subsidiaries (other than for ordinary course services solely in their capacity as officers, directors or employees), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or any corporation, partnership, trust or other entity in which any such officer, director, or employee has an ownership interest of five percent or more or is an officer, director, trustee or partner. Absence of Litigation. Except as disclosed in Section 3(k) of the Disclosure Schedule, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body (including, without limitation, the SEC) pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company’s internal control over financial reporting, any of its Subsidiaries, or any of their respective directors or officers in their capacities as such. There are no facts which, if known by a potential claimant or governmental authority, could give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to the Company or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Securities Act or the Exchange Act.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and each of the Subsidiaries maintain maintains a system of internal accounting controls sufficient in the judgment of the Company’s management to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that the Company is able to collect the information that it is required to be disclosed by the Company disclose in the reports it files or submits under with the Exchange Act is recordedCommission and to process, processed, summarized summarize and reported, within disclose this information in the time periods specified in the Commission’s rules and formsrules. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act June 30, 2007 (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under Form 10-QSB for the Exchange Act quarter ended June 30, 2007, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15) or, to the Exchange Act) Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP Canadian Securities Laws and IFRS and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified meaning of Canadian Securities Laws) is effective in the Commission’s rules all material respects and forms. The Company’s certifying officers have evaluated the effectiveness of there has been no material weakness in their internal control over financial reporting other than as set forth in the Company’s disclosure controls and procedures as periodic reports. Since the date of the end of the period covered by latest audited consolidated financial statements included in the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Datereports, there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the Company’s periodic reports. The Company and its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and within the meaning of Canadian Securities Laws) that comply with the requirements of the Exchange Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Such disclosure controls and procedures are effective in all material respects. There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. Except as set forth in Although the SEC ReportsCompany has not implemented, and is not yet required to implement, the Company is in material compliance with all provisions requirements of Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of and the Closing Date. The rules and regulations promulgated thereunder, the Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2004 Annual Report and the Company’s most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the an “Evaluation Date”). The Company presented in the 2004 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2004 Annual Report, there have been no significant changes in the Company’s “internal control over financial reporting controls” (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) 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 differences. The Company has and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting of the Company and its Subsidiaries.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Except as disclosed in the SEC Reports, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Form 10-KSB or submits under 10-QSB, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as in accordance with Item 307 of Regulation S-K under the end of the period covered by Exchange Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-KSB or Form 10-QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in that would be required to be disclosed pursuant to Item 308(c) of Regulation S-K under the Exchange Act) that has materially affectedAct or, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could reasonably be expected to have a Material Adverse Effect on the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Subsidiaries maintain a system Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) 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 differences. The Company has established disclosure controls ; and procedures (as defined v) the interactive data in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed eXtensible Business Reporting Language included or incorporated by the Company reference in the reports it files or submits under Offering Memorandum and the Exchange Act is recorded, processed, summarized Pricing Disclosure Package fairly present the information called for in all material respects and reported, within the time periods specified are prepared in accordance with the Commission’s rules and formsguidelines applicable thereto. The Company’s certifying officers have evaluated Except as described in the effectiveness of the Company’s disclosure controls and procedures as of Offering Memorandum, since the end of the period covered by the Company’s 's most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Daterecent audited fiscal year, there have has been (i) no changes material weakness in the Company’s internal control over financial reporting (as such term is defined whether or not remediated) and (ii) no change in the Exchange Act) Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (including any corrective actions with regard to significant deficiencies and material weaknesses). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) 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.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company ESCAgenetics and the ESCAgenetics Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s '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 differences. The Company There are no disagreements of any kind presently existing, or reasonably anticipated by ESCAgenetics to arise, between the accountants and lawyers formerly or presently employed by ESCAgenetics, which could reasonably be expected to delay the transactions contemplated hereby, including the filing of Form 8-K following the Effective Date, and ESCAgenetics is current with respect to any fees owed to its accountants and lawyers. ESCAgenetics has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company ESCAgenetics and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed ESCAgenetics, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which ESCAgenetics's Form 10-K (or 10-KSB) or 10-Q (or 10-QSB), as the reports it files or submits under the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s ESCAgenetics's certifying officers have evaluated the effectiveness of the Company’s disclosure ESCAgenetics's controls and procedures as of a date within 90 days prior to the end filing date of the period covered by Form 10-KSB for the Company’s most recently filed periodic report under the Exchange Act year ended September 30, 2002 (such date, the “"Evaluation Date”"). The Company ESCAgenetics presented in its most recently filed periodic report under the Exchange Act Form 10-KSB for the year ended September 30, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s ESCAgenetics's internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to ESCAgenetics's and its certifying officer's knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s ESCAgenetics's internal control over financial reportingcontrols.

Internal Accounting Controls. Except The Company maintains a system of “internal control over financial reporting” (as set forth defined in the SEC Reports, the Company is in material compliance with all provisions Rule 13a-15(f) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as Exchange Act) that complies with the requirements of the Closing DateExchange Act and has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”). The Company and the Subsidiaries maintain a system of maintains internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountability, accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization; and (iv) the recorded accountability interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for assets is compared in all material respects and has been prepared in accordance with the existing assets at reasonable intervals Commission’s rules and appropriate action is taken with respect to any differencesguidelines applicable thereto. The Company’s internal accounting controls are effective and the Company has established disclosure is not aware of any material weaknesses in the accounting controls of the Company. The Company’s independent auditors and procedures board of directors have been advised of: (x) all “material weaknesses” and “significant deficiencies” (each, as defined in Rule 12b-2 of the Exchange Act Rules 13a-15(eAct), if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (y) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls (whether or not remediated); all such material weaknesses and 15d-15(e)) for significant deficiencies, if any, have been disclosed in the Company Registration Statement and designed the Prospectus in all material respects; and, since the date of the most recent evaluation of such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Dateinternal controls, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined controls or in the Exchange Act) other factors that has materially affectedcould significantly affect internal controls, or is reasonably likely including any corrective actions with regard to materially affect, the Company’s internal control over financial reportingsignificant deficiencies and material weaknesses.

Internal Accounting Controls. Except as set forth disclosed in Seller’s 10-K for the SEC Reportsperiod ending June 30, 2010, the Company is in material compliance with all provisions Seller and each of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company Seller has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company Seller and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Seller, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Seller’s Form 10-K or submits under 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The CompanySeller’s certifying officers have evaluated the effectiveness of the CompanySeller’s disclosure controls and procedures as of the end of the period covered by the CompanySeller’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Seller presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the CompanySeller’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the CompanySeller’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles 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 differences. The financial records of the Company accurately reflect in all material respects the information relating to the business of the Company, the location and collection of its assets, and the nature of all transactions giving rise to the obligations or accounts receivable of the Company. The Company has established disclosure controls and procedures (as defined in Exchange 1934 Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed by the Company in is accumulated and communicated to the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formscertifying officers as appropriate to allow timely decisions regarding required disclosures. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act quarter ended September 30, 2005 (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-Q for the quarter ended September 30, 2005, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control controls over financial reporting (as such term is defined in the Exchange Act1934 Act Rules 13a-13(f) and 15d-5(f)) or in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control controls over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Annual Report on Form 20-F or submits under Current Reports on Form 6-K, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2003 Annual Report and the Company’s 's most recently filed periodic report under the Exchange Act Current Report on Form 6-K (each such date, the “Evaluation Date”an "EVALUATION DATE"). The Company presented in the 2003 Annual Report and its most recently filed periodic report under the Exchange Act Current Report on Form 6-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2003 Annual Report, there have been no significant changes in the Company’s 's internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) that has materially affectedor, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could significantly affect the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is would reasonably be likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC ReportsDocuments, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Except as disclosed in the SEC Documents, the Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-15 and 15d-15(e)15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the 2006 Annual Report and the Company’s most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the an “Evaluation Date”). The Company presented in the 2006 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2006 Annual Report, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationsauthorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS 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 differences. The Company has and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that has have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting of the Company and its Subsidiaries.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP Canadian Securities Laws and IFRS and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified meaning of Canadian Securities Laws) is effective in all material respects and there has been no material weakness in their internal control over financial reporting other than as set forth in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation DateIncorporated Documents. Since the Evaluation Date, date of the latest audited consolidated financial statements included or incorporated by reference in the Prospectuses there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the documents incorporated by reference in the Prospectuses. The Company and its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and within the meaning of Canadian Securities Laws) that comply with the requirements of the Exchange Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Such disclosure controls and procedures are effective in all material respects. There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, including without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the SEC Documents, during the twelve (12) months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting Controls. Except as set forth in the SEC ReportsReports or disclosed in Schedule 3.1(q), the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) rules 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Form 10-K or submits under 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as in accordance with Item 307 of the end of the period covered by the Company’s most recently filed periodic report Regulation S-K under the Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the “"Evaluation Date”"). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s 's internal control over financial reporting (as such term is defined in controls that would be required to be disclosed pursuant to Item 308(c) of Regulation S-K under the Exchange Act) that has materially affectedAct or, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that would reasonably be expected to have a Material Adverse Effect on the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting believes that it maintains controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Based on its status as a non-accelerated filer, the Company believes it has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Form 10-KSB or submits under 10-QSB, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as in accordance with Item 307 of the end of the period covered by the Company’s most recently filed periodic report Regulation S-B under the Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”"EVALUATION DATE"). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-KSB or Form 10-QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s 's internal control over financial reporting (as such term is defined in controls that would be required to be disclosed pursuant to Item 308(c) of Regulation S-B under the Exchange Act) that has materially affectedAct or, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could reasonably be expected to have a Material Adverse Effect on the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth disclosed in the SEC ReportsProspectus and on Schedule 3.1(s), the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP Canadian Securities Laws and IFRS and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified meaning of Canadian Securities Laws) is effective in all material respects and there has been no material weakness in their internal control over financial reporting other than as set forth in the Commission’s rules Incorporated Documents. Except as disclosed in the Prospectus and forms. The Company’s certifying officers have evaluated on Schedule 3.1(s), since the effectiveness date of the Company’s disclosure controls latest audited consolidated financial statements included or incorporated by reference in the Base Prospectus and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, Prospectus there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the documents incorporated by reference in the Prospectus. Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company and its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and within the meaning of Canadian Securities Laws) that comply with the requirements of the Exchange Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Except as disclosed in the Prospectus and on Schedule 3.1(s), such disclosure controls and procedures are effective in all material respects. Except as disclosed in the Prospectus and on Schedule 3.1(s), there is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. Except as set forth in Although the SEC ReportsCompany has not implemented, and is not yet required to implement, the Company is in material compliance with all provisions requirements of Section 404 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of and the Closing Date. The rules and regulations promulgated thereunder, the Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2003 Annual Report and the Company’s 's most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the “Evaluation Date”an "EVALUATION DATE"). The Company presented in the 2003 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2003 Annual Report, there have been no significant changes in the Company’s 's "internal control over financial reporting controls" (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) that has materially affectedor, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could significantly affect the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth disclosed in the SEC ReportsProspectus and on Schedule 3.1(s), the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP Canadian Securities Laws and IFRS and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified meaning of Canadian Securities Laws) is effective in all material respects and there has been no material weakness in their internal control over financial reporting other than as set forth in the Commission’s rules Incorporated Documents. Except as disclosed in the Prospectus and forms. The Company’s certifying officers have evaluated on Schedule 3.1(s), since the effectiveness date of the Company’s disclosure controls latest audited consolidated financial statements included or incorporated by reference in the Base Prospectus and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, Prospectus there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the documents incorporated by reference in the Prospectus. Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company and its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and within the meaning of Canadian Securities Laws) that comply with the requirements of the Exchange Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Except as disclosed in the Prospectus and on Schedule 3.1(s), such disclosure controls and procedures are effective in all material respects. Except as disclosed in the Prospectus and on Schedule 3.1(s), there is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP applicable accounting standards 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇Sarbanes-▇▇▇▇▇ Oxley Act of 2002 which are applicable to it as of the Closing DateClo▇▇▇▇ ▇▇▇▇. The ▇▇e Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s 's rules and forms. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s 's disclosure controls and procedures as of the end of the period covered by the Company’s 's most recently filed periodic report under the Exchange Act (such date, the “"Evaluation Date”"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s 's internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s 's internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company Buyer and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. 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 differences. The Company has Buyer and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company Buyer and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Buyer in the reports it files or submits under the Exchange Act is will be recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The CompanyBuyer’s Chief Executive Officer and Vice President of Finance, as the certifying officers officers, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations of the Buyer and the Subsidiaries as of the Evaluation Date. Since period covered in the Evaluation Date, there Most Recently Filed Form 20-F. There have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Buyer and its Subsidiaries that has materially affected, or is are reasonably likely to materially affect, the Company’s internal control over financial reportingreporting of the Buyer and its Subsidiaries as of the Closing Date.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. 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 differences. The Company has established disclosure controls ; and procedures (as defined in Exchange Act Rules 13a-15(ev) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the U.S. Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and its Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the U.S. Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the U.S. Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that has have materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reportingreporting of the Company and its Subsidiaries. The Company and its Subsidiaries are in material compliance with any and all applicable requirements of the U.S. S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any and all applicable rules and regulations promulgated by the SEC thereunder.

Internal Accounting Controls. Except as set forth The books, records and accounts of the Company accurately and fairly reflect, in the SEC Reportsall material respects, the transactions in, and dispositions of, the assets of, and the operations of, the Company. The Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) in the manner and to the extent required by the Exchange Act and the rules promulgated thereunder by the SEC, and in all cases sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed by the Company is made known to the certifying officers by others within those entities, particularly during the period in which the reports it files or submits Company’s most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by prior to the Company’s filing date of the most recently filed quarterly or annual periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed quarterly or annual periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or in other factors that has materially affected, or is reasonably likely to materially affect, the Company’s internal control controls over financial reporting.

Internal Accounting Controls. Except as set forth The books, records and accounts of the Company accurately and fairly reflect, in the SEC Reportsall material respects, the transactions in, and dispositions of, the assets of, and the operations of, the Company. The Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) in the manner and to the extent required by the Exchange Act and the rules promulgated thereunder by the SEC, and in all cases sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed by the Company is made known to the certifying officers by others within those entities, particularly during the period in which the reports it files or submits Company’s most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by prior to the Company’s filing date of the most recently filed quarterly or annual periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed quarterly or annual periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or in other factors that has materially affected, or is reasonably likely to materially affect, the Company’s internal control controls over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company that has have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting of the Company.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and each of the Subsidiaries maintain maintains a system of internal accounting controls sufficient in the judgment of the Company’s management to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that the Company is able to collect the information that it is required to be disclosed by the Company disclose in the reports it files or submits under with the Exchange Act is recordedCommission and to process, processed, summarized summarize and reported, within disclose this information in the time periods specified in the Commission’s rules and formsrules. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act June 30, 2012 (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under Form 10-Q for the Exchange Act quarter ended June 30, 2012, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s 's internal control over financial reporting (as such term is defined in the Exchange ActAct Rule 13a-15) that has materially affectedor, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could significantly affect the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2002 Annual Report and the Company’s most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the an “Evaluation Date”). The Company presented in the 2002 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2002 Annual Report, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth disclosed in the SEC ReportsProspectus, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the Prospectus, the Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act Act) is recorded, processed, summarized effective in all material respects and reported, within the time periods specified there has been no material weakness in their internal control over financial reporting other than as set forth in the Commission’s rules and formsIncorporated Documents. The Company’s certifying officers have evaluated Except as disclosed in the effectiveness Prospectus, since the date of the Company’s disclosure controls latest audited consolidated financial statements included or incorporated by reference in the Base Prospectus and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, Prospectus there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the documents incorporated by reference in the Prospectus. Except as disclosed in the Prospectus, the Company and its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Except as disclosed in the Prospectus, such disclosure controls and procedures are effective in all material respects. Except as disclosed in the Prospectus, there is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is in material compliance with all provisions requirements of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which 2002, as amended, and the rules and regulations thereunder, that are applicable to it as of the Closing Dateit. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control controls over financial reporting (as such term is defined in Rule 13a-15(e) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth disclosed in the SEC ReportsProspectus, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP Canadian Securities Laws and IFRS and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the Prospectus, the Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified meaning of Canadian Securities Laws) is effective in all material respects and there has been no material weakness in their internal control over financial reporting other than as set forth in the Commission’s rules and formsIncorporated Documents. The Company’s certifying officers have evaluated Except as disclosed in the effectiveness Prospectus, since the date of the Company’s disclosure controls latest audited consolidated financial statements included or incorporated by reference in the Base Prospectus and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, Prospectus there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the documents incorporated by reference in the Prospectus. Except as disclosed in the Prospectus, the Company and its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and within the meaning of Canadian Securities Laws) that comply with the requirements of the Exchange Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Except as disclosed in the Prospectus, such disclosure controls and procedures are effective in all material respects. Except as disclosed in the Prospectus, there is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is and its Subsidiaries are in material compliance with all the provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are and any and all applicable rules and regulations promulgated by the Commission currently applicable to it as of the Closing DateCompany and its Subsidiaries. The Company and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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, 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 differences. The Company has had established and maintained a system of internal control over financial reporting that, as of March 31, 2016, was effective to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated As of March 31, 2016, there (i) were no material weaknesses in the effectiveness design or operation of the Company’s disclosure controls internal control over financial reporting which were reasonably likely to adversely affect their ability to record, process, summarize and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act financial data and (such dateii) was no fraud, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Datewhether or not material, there that involves management or other employees who have been no changes a significant role in the Company’s internal control over financial reporting (as such term is defined reporting. The Company maintains a standard system of accounting established and administered in conformity with GAAP and the applicable requirements of the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except To the extent required under the Securities Act or the Exchange Act, and except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting controls control over financial reporting sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The There are no disagreements of any kind presently existing, or reasonably anticipated by the Company has established to arise, between the accountants and lawyers formerly or presently employed by the Company with respect to any fees owed to its accountants and lawyers. To the extent required under the Securities Act or the Exchange Act, and except as set forth in the SEC Reports, the Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s Form 10-K or 10-Q, as the case may be, is being prepared. To the extent required to be disclosed by the Company in the reports it files or submits under the Securities Act or the Exchange Act is recordedAct, processed, summarized and reported, within (a) the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under Form 10-K for the Exchange Act fiscal year ended December 31, 2006 and Forms 10-Q for the fiscal quarters ended March 31, June 30, and September 30, 2007 (each such date, the “Evaluation Date”). The , (b) the Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of each Evaluation Date and (c) since the Evaluation Date. Since the most recent Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) that has materially affected, or is reasonably likely to materially affector, the Company’s knowledge, in other factors that could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2002 Annual Report and the Company’s 's most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the “Evaluation Date”an "EVALUATION DATE"). The Company presented in the 2002 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2002 Annual Report, there have been no significant changes in the Company’s 's internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) that has materially affectedor, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could significantly affect the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reportson Schedule 2.8, the Company is in material compliance with all provisions and each of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2008 Annual Report and the Company’s most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the an “Evaluation Date”). The Company presented in the 2008 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2008 Annual Report, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in Although the SEC ReportsCompany has not implemented, and is not yet required to implement, the Company is in material compliance with all provisions requirements of Section 404 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of and the Closing Date. The rules and regulations promulgated thereunder, the Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2004 Annual Report and the Company’s 's most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the “Evaluation Date”an "EVALUATION DATE"). The Company presented in the 2004 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2004 Annual Report, there have been no significant changes in the Company’s 's "internal control over financial reporting controls" (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) that has materially affectedor, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could significantly affect the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except Neither the Company nor any of the Subsidiaries or any related entities (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing DateFINRA Manual). The Company and the each of its Subsidiaries maintain a system systems of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) 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 differences. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting (other than as set forth in the SEC Reports). Since the date of the latest audited financial statements of the Company included in the SEC Reports, there has been no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-15 and 15d-15(e)15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed by the Company and each of its Subsidiaries is made known to the certifying officers by others within those entities, particularly during the period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within ninety (90) days prior to the end filing date of the period covered by Form 10-K for the Company’s fiscal year most recently filed periodic report under the Exchange Act ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently filed periodic report under the Exchange Act ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since Date and the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingdisclosure controls and procedures are effective.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇Sarbanes-▇▇▇▇▇ Oxley Act of 2002 which are applicable to it as of the Closing DateClos▇▇▇ ▇▇▇▇. The ▇▇▇ Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s 's rules and forms. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s 's disclosure controls and procedures as of the end of the period covered by the Company’s 's most recently filed periodic report under the Exchange Act (such date, the “"Evaluation Date”"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s 's internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s 's internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since Except as set forth on Schedule 3.1(t), since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as set forth on Schedule 3.1(t), neither the Company nor any of the Subsidiaries have received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any Subsidiary.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is would reasonably be likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC ReportsDocuments, the Company is in material compliance with all provisions of the S▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act ▇ct of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, Each of the Company and the Subsidiaries is in material compliance with all provisions of the SSarbanes Oxley Act of 2002 which are presently applicable to it and intends to comply with other applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act that may become effective and applicable, and the rules and regulations promulgated thereunder, upon the effectiveness and applicability of 2002 which are applicable such provisions with respect to it as the Company. Each of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, others within the time periods specified in the Commission’s rules and formsthose entities. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act December 31, 2006 (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under Quarterly Report on Form 10-QSB for the Exchange Act quarter ended December 31, 2006 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting controls (as such term is defined in within the meaning of Item 308 of Regulation S-K under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, except as disclosed in the SEC Reports.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is in material compliance with all the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are currently applicable to it as of the Closing DateCompany. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Form 10-K or submits under 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-K under the end of the period covered by Exchange Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 308(c) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols. The books, records and accounts of the Company accurately and fairly reflect the transactions in, and dispositions of, the assets of, and the results of operations of, the Company. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇I-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company Incubator and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s '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 differences. The Company There are no disagreements of any kind presently existing, or reasonably anticipated by I-Incubator to arise, between the accountants and lawyers formerly or presently employed by I-Incubator, which could reasonably be expected to delay the transactions contemplated hereby, including the filing of Form 8-K following the Effective Date, and I-Incubator will be current with respect to any fees owed to its accountants and lawyers upon Closing. I-Incubator has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company I-Incubator and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed I-Incubator, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which I-Incubator's Form 10-K (or 10-KSB) or 10-Q (or 10-QSB), as the reports it files or submits under the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s I-Incubator's certifying officers have evaluated the effectiveness of the Company’s disclosure I-Incubator's controls and procedures as of a date within 90 days prior to the end filing date of the period covered by Form 10-QSB for the Company’s most recently filed periodic report under the Exchange Act quarter ended June 30, 2002 (such date, the “"Evaluation Date”"). The Company I-Incubator presented in its most recently filed periodic report under the Exchange Act Form 10-QSB for the quarter ended June 30, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s I-Incubator's internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to I-Incubator's knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s I-Incubator's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth disclosed in the SEC ReportsProspectus and on Schedule 3.1(s), the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian Securities Laws and GAAP and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company has established disclosure controls and procedures its Subsidiaries’ internal control over financial reporting (as defined in Exchange Act under Rules 13a-15(e13a-15(f) and 15d-15(e)15d-15(f) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified meaning of Canadian Securities Laws) is effective in all material respects and there has been no material weakness in their internal control over financial reporting other than as set forth in the Commission’s rules Incorporated Documents. Except as disclosed in the Prospectus and forms. The Company’s certifying officers have evaluated on Schedule 3.1(s), since the effectiveness date of the Company’s disclosure controls latest audited consolidated financial statements included or incorporated by reference in the most recent Preliminary Prospectus and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, Prospectus there have has been no changes change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the documents incorporated by reference in the Prospectus. Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company and its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and within the meaning of Canadian Securities Laws) that comply with the requirements of the Exchange Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Except as disclosed in the Prospectus and on Schedule 3.1(s), such disclosure controls and procedures are effective in all material respects. Except as disclosed in the Prospectus and on Schedule 3.1(s), there is and has been no failure on the part of the Company or, to the ​ Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-15 and 15d-15(e)15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2004 Annual Report and the Company’s most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the an “Evaluation Date”). The Company presented in the 2004 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2004 Annual Report, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain Each Loan Party maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company Parent has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) rules 13a-14 and 15d-15(e)15d-14) for the Company Parent and designed such disclosure controls and procedures to ensure so that they are effective in ensuring that information required to be disclosed by the Company Parent 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 Commission’s rules and formsforms of the Commission, including, without limitation, controls and procedures designed to ensure that material information relating to the Loan Parties is made known to the certifying officers by others within those entities, particularly during the period in which Parent’s Form 10-K or 10-Q, as the case may be, is being prepared. The CompanyParent’s certifying officers have evaluated the effectiveness of the CompanyParent’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-K under the end of the period covered by Exchange Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company Parent presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the CompanyParent’s internal control over financial reporting controls (as such term is defined in Item 308(c) of Regulation S-K under the Exchange Act) or, to Parent’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, the Companywould significantly affect Parent’s internal control over financial reporting.controls. No Loan Party has received any written notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of Parent

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is in material compliance with all the provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are currently applicable to it as of the Closing DateCompany. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits under the Exchange Act Company’s Form 20-F is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-K under the end of the period covered by Exchange Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 20-F the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 308(c) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols. The books, records and accounts of the Company accurately and fairly reflect the transactions in, and dispositions of, the assets of, and the results of operations of, the Company. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, others within the time periods specified in the Commission’s rules and formsthose entities. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as in accordance with Item 307 of Regulation S-B under the end of the period covered by Exchange Act for the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter or fiscal year-end (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-KSB or Form 10-QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 308(c) of Regulation S-B under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols. Since December 31, 2006, there have been no significant changes in the Subsidiaries’ internal controls or, to any Subsidiary’s knowledge, in other factors that could significantly affect such Subsidiary’s internal controls.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-15 and 15d-15(e)15d-15) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the end filing date of the period covered by Annual Report and the Company’s most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q (each such date, the an “Evaluation Date”). The Company presented in the Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the Annual Report, there have been no significant changes in the Company’s internal control over financial reporting disclosure controls and procedures (as such term is defined in Item 307 of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols, except as expressly disclosed in the Select SEC Documents as to changes that occurred after the Evaluation Date.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Annual Report on Form 20-F or submits under Current Reports on Form 6-K, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the end filing date of the period covered by 2003 Annual Report and the Company’s most recently filed periodic report under the Exchange Act Current Report on Form 6-K (each such date, the an “Evaluation Date”). The Company presented in the 2003 Annual Report and its most recently filed periodic report under the Exchange Act Current Report on Form 6-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2003 Annual Report, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the The Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act ended fiscal quarter (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report on Form 10-Q under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no material or significant changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-14 and 15d-15(e)15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company's Annual Report on Form 10-KSB or submits under Quarterly Report on Form 10-QSB, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of the end filing date of the period covered by 2003 Annual Report and the Company’s 's most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-QSB (each such date, the “Evaluation Date”an "EVALUATION DATE"). The Company presented in the 2003 Annual Report and its most recently filed periodic report under the Exchange Act Quarterly Report on Form 10-QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2003 Annual Report, there have been no significant changes in the Company’s 's internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) that has materially affectedor, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that could significantly affect the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets and incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization, authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company's most recently filed periodic report under the Exchange Act 1934 Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of the end date prior to the filing date of the period covered by the Company’s most recently filed periodic report under the Exchange 1934 Act (such date, the “Evaluation Date”"EVALUATION DATE"). The Company presented in its most recently filed periodic report under the Exchange 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s 's internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange 1934 Act) that has materially affectedor, or is reasonably likely to materially affect, the Company’s 's knowledge, in other factors that would ▇▇▇▇▇▇▇cantly affect the Company's internal control over financial reportingcontrols.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) 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 '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 differences. The To the extent required by applicable law and the rules and regulations of the Commission, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 13a-15 and 15d-15(e)15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Forms 10-K or 10-Q, as the case may be, are being prepared. To the extent required to be disclosed by applicable law and the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized rules and reported, within the time periods specified in regulations of the Commission’s rules and forms. The , the Company’s 's certifying officers have evaluated the effectiveness of the Company’s disclosure 's controls and procedures as of the end Evaluation Date. To the extent required by applicable law and the rules and regulations of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such dateCommission, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their respective evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s 's internal control controls over financial reporting (as such term is defined described in Item 308(c) of Regulation S-K under the Exchange Act) ). The Company and its subsidiaries are not currently required to comply with the provisions of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations thereunder, and the Purchasers hereby acknowledge that has materially affectedno representation and warranty of the Company or its Subsidiaries set forth in this Agreement or any Transaction Documents shall imply that the Company and its Subsidiaries have complied with, or is reasonably likely be construed to materially affect, expand the scope of the Company’s internal control over financial reporting's obligations to comply with, such Section or related rules or regulations.

Internal Accounting Controls. Except as set forth disclosed in the SEC ReportsCompany’s Quarterly Report on Form 10-Q for the period ended June 30, 2010, the Company is in material compliance with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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 differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e15(d)-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files Company’s Form 10-K or submits under Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end last day of the period covered by the Company’s most recently filed periodic report under the Exchange Act Form 10-Q (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined described in Item 308(c) of Regulation S-K under the Exchange Act) or in other factors that has materially affected, or is reasonably likely to materially affect, could significantly and adversely affect the Company’s internal controls. The Company’s auditors have not identified any control over financial reportingdeficiency, significant deficiency or material weakness in the Company’s system of internal controls for the Company’s last fiscal year.