SCHEDULE 3(L), SINCE DECEMBER 31, 2007, NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES HAS (I) DECLARED OR PAID ANY DIVIDENDS,
(II) SOLD ANY ASSETS, INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF $2,500,000
OUTSIDE OF THE ORDINARY COURSE OF BUSINESS OR (III) HAD CAPITAL EXPENDITURES,
INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF $2,500,000.
NEITHER THE COMPANY
NOR ANY OF ITS SUBSIDIARIES HAS TAKEN ANY STEPS TO SEEK PROTECTION PURSUANT TO
ANY BANKRUPTCY LAW NOR DOES THE COMPANY HAVE ANY KNOWLEDGE OR REASON TO BELIEVE
THAT ITS CREDITORS INTEND TO INITIATE INVOLUNTARY BANKRUPTCY PROCEEDINGS OR ANY
ACTUAL KNOWLEDGE OF ANY FACT WHICH WOULD REASONABLY LEAD A CREDITOR TO DO SO.
THE COMPANY AND ITS SUBSIDIARIES, INDIVIDUALLY AND ON A CONSOLIDATED BASIS, ARE
NOT AS OF THE DATE HEREOF, AND AFTER GIVING EFFECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY TO OCCUR AT THE CLOSING, WILL NOT BE INSOLVENT (AS DEFINED
BELOW).
FOR PURPOSES OF THIS SECTION 3(L), "INSOLVENT" MEANS, WITH RESPECT TO
ANY PERSON (AS DEFINED IN SECTION 3(S)), (I) THE PRESENT FAIR SALEABLE VALUE OF
SUCH PERSON'S ASSETS IS LESS THAN THE AMOUNT REQUIRED TO PAY SUCH PERSON'S TOTAL
INDEBTEDNESS (AS DEFINED IN SECTION 3(S)), (II) SUCH PERSON IS UNABLE TO PAY ITS
DEBTS AND LIABILITIES, SUBORDINATED, CONTINGENT OR OTHERWISE, AS SUCH DEBTS AND
LIABILITIES BECOME ABSOLUTE AND MATURED, (III) SUCH PERSON INTENDS TO INCUR OR
BELIEVES THAT IT WILL INCUR DEBTS THAT WOULD BE BEYOND ITS ABILITY TO PAY AS
SUCH DEBTS MATURE OR (IV) SUCH PERSON HAS UNREASONABLY SMALL CAPITAL WITH WHICH
TO CONDUCT THE BUSINESS IN WHICH IT IS ENGAGED AS SUCH BUSINESS IS NOW CONDUCTED
AND IS PROPOSED TO BE CONDUCTED.
(M)
[INTENTIONALLY OMITTED]
(N)
CONDUCT OF BUSINESS; REGULATORY PERMITS.
NEITHER THE COMPANY NOR
ITS SUBSIDIARIES IS IN VIOLATION OF ANY TERM OF OR IN DEFAULT UNDER ANY
CERTIFICATE OF DESIGNATIONS OF ANY OUTSTANDING SERIES OF PREFERRED STOCK OF THE
COMPANY, ITS CERTIFICATE OF INCORPORATION OR BYLAWS OR THEIR ORGANIZATIONAL
CHARTER OR CERTIFICATE OF INCORPORATION OR BYLAWS, RESPECTIVELY.
NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN VIOLATION OF ANY JUDGMENT, DECREE OR
ORDER OR ANY STATUTE, ORDINANCE, RULE OR REGULATION APPLICABLE TO THE COMPANY OR
ITS SUBSIDIARIES, AND NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES WILL
CONDUCT ITS BUSINESS IN VIOLATION OF ANY OF THE FOREGOING, EXCEPT FOR POSSIBLE
VIOLATIONS WHICH COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
10
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE COMPANY IS NOT IN VIOLATION OF ANY OF THE
RULES, REGULATIONS OR REQUIREMENTS OF THE PRINCIPAL MARKET AND HAS NO KNOWLEDGE
OF ANY FACTS OR CIRCUMSTANCES THAT WOULD REASONABLY LEAD TO DELISTING OR
SUSPENSION OF THE COMMON STOCK BY THE PRINCIPAL MARKET IN THE FORESEEABLE
FUTURE.
DURING THE TWO (2) YEARS PRIOR TO THE DATE HEREOF, (I) THE COMMON STOCK
HAS BEEN DESIGNATED FOR QUOTATION OR LISTED ON THE PRINCIPAL MARKET,
(II) TRADING IN THE COMMON STOCK HAS NOT BEEN SUSPENDED BY THE SEC OR THE