OCCURRED ANY MATERIAL ADVERSE CHANGE, OR ANY
DEVELOPMENT INVOLVING A PROSPECTIVE MATERIAL ADVERSE CHANGE, IN THE CONDITION,
FINANCIAL OR OTHERWISE, OR IN THE EARNINGS, BUSINESS OR OPERATIONS OF THE
COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, FROM THAT SET FORTH IN THE TIME
OF SALE PROSPECTUS.
(M)
THERE ARE NO LEGAL OR GOVERNMENTAL PROCEEDINGS PENDING OR
THREATENED TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR TO
WHICH ANY OF THE PROPERTIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES IS SUBJECT
(I) OTHER THAN PROCEEDINGS ACCURATELY DESCRIBED IN ALL MATERIAL RESPECTS IN THE
TIME OF SALE PROSPECTUS AND PROCEEDINGS THAT WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT ON THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, OR ON THE POWER OR
ABILITY OF THE COMPANY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE TIME OF SALE PROSPECTUS OR
(II) THAT ARE REQUIRED TO BE DESCRIBED IN THE REGISTRATION STATEMENT OR THE
PROSPECTUS AND ARE NOT SO DESCRIBED; AND THERE ARE NO STATUTES, REGULATIONS,
CONTRACTS OR OTHER DOCUMENTS THAT ARE REQUIRED TO BE DESCRIBED IN THE
REGISTRATION STATEMENT OR THE PROSPECTUS OR TO BE FILED AS EXHIBITS TO THE
REGISTRATION STATEMENT THAT ARE NOT DESCRIBED OR FILED AS REQUIRED.
(N)
EACH PRELIMINARY PROSPECTUS FILED AS PART OF THE REGISTRATION
STATEMENT AS ORIGINALLY FILED OR AS PART OF ANY AMENDMENT THERETO, OR FILED
PURSUANT TO RULE 424 UNDER THE SECURITIES ACT, COMPLIED WHEN SO FILED IN ALL
MATERIAL RESPECTS WITH THE SECURITIES ACT AND THE APPLICABLE RULES AND
REGULATIONS OF THE COMMISSION THEREUNDER.
(O)
THE COMPANY IS NOT, AND AFTER GIVING EFFECT TO THE OFFERING AND
SALE OF THE SHARES AND THE APPLICATION OF THE PROCEEDS THEREOF AS DESCRIBED IN
THE PROSPECTUS WILL NOT BE, REQUIRED TO REGISTER AS AN "INVESTMENT COMPANY" AS
SUCH TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(P)
THE COMPANY AND ITS SUBSIDIARIES (I) ARE IN COMPLIANCE WITH ANY
AND ALL APPLICABLE ICELANDIC AND UNITED STATES FEDERAL, STATE AND LOCAL LAWS AND
REGULATIONS RELATING TO THE PROTECTION OF HUMAN HEALTH AND SAFETY, THE
ENVIRONMENT OR HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR
CONTAMINANTS ("ENVIRONMENTAL LAWS"), (II) HAVE RECEIVED ALL PERMITS, LICENSES OR
OTHER APPROVALS REQUIRED OF THEM UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT
THEIR RESPECTIVE BUSINESSES AND (III) ARE IN COMPLIANCE WITH ALL TERMS AND
CONDITIONS OF ANY SUCH PERMIT, LICENSE OR APPROVAL, EXCEPT WHERE SUCH
NONCOMPLIANCE WITH ENVIRONMENTAL LAWS, FAILURE TO RECEIVE REQUIRED PERMITS,
LICENSES OR OTHER APPROVALS OR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS
OF SUCH PERMITS, LICENSES OR APPROVALS WOULD NOT, SINGLY OR IN THE AGGREGATE,
HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A
WHOLE.
(Q)
THERE ARE NO COSTS OR LIABILITIES ASSOCIATED WITH ENVIRONMENTAL
LAWS (INCLUDING, WITHOUT LIMITATION, ANY CAPITAL OR OPERATING EXPENDITURES
REQUIRED FOR CLEAN-UP, CLOSURE OF PROPERTIES OR COMPLIANCE WITH ENVIRONMENTAL
LAWS OR ANY PERMIT, LICENSE OR APPROVAL, ANY RELATED CONSTRAINTS ON OPERATING
ACTIVITIES