The COMPANY has complied and is presently complying, in all material respects, with all laws, rules, regulations, orders and requirements (federal, state and local and foreign) applicable to it in all jurisdictions where the business of the COMPANY is conducted or to which the COMPANY is subject, including all requisite filings with the SEC.  The COM-PANY has not made any misrepresentation nor has omitted any material facts in any of its SEC filings to date.