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To the best of my knowledge and belief there are no facts, estimates or circumstances <br />other than those expressed herein that materially affect the expectations herein expressed, and, to <br />the best of my knowledge and belief, the Issuer's expectations are reasonable. I further represent <br />that the Issuer expects and intends to be able to comply with the provisions and procedures set <br />forth herein, including Section 148 of the Code. <br />6 <br />