PRICE," "TAKEOVER" OR
"INTERESTED STOCKHOLDER" LAW DOES NOT AND WILL NOT APPLY TO THIS AGREEMENT OR TO
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(T)
LABOR. NO EMPLOYEES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES ARE
REPRESENTED BY ANY LABOR UNION, NOR ARE ANY COLLECTIVE BARGAINING AGREEMENTS
OTHERWISE IN EFFECT WITH RESPECT TO SUCH EMPLOYEES.
NO LABOR ORGANIZATION OR
GROUP OF EMPLOYEES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES HAS MADE A PENDING
DEMAND FOR RECOGNITION OR CERTIFICATION, AND THERE ARE NO REPRESENTATION OR
CERTIFICATION PROCEEDINGS OR PETITIONS SEEKING A REPRESENTATION PROCEEDING
PRESENTLY PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED TO BE BROUGHT
OR FILED WITH THE NATIONAL LABOR RELATIONS BOARD OR ANY OTHER LABOR RELATIONS
TRIBUNAL OR AUTHORITY.
THERE ARE NO ORGANIZING ACTIVITIES, STRIKES, WORK
STOPPAGES, SLOWDOWNS, LOCKOUTS, MATERIAL ARBITRATIONS OR MATERIAL GRIEVANCES, OR
OTHER MATERIAL LABOR DISPUTES PENDING OR THREATENED AGAINST OR INVOLVING THE
COMPANY OR ANY OF ITS SUBSIDIARIES.
(U)
INSURANCE.
THE COMPANY AND EACH OF ITS MATERIAL SUBSIDIARIES ARE
PRESENTLY INSURED, AND SINCE JANUARY 1, 2008 HAVE BEEN INSURED, FOR REASONABLE
AMOUNTS WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES AGAINST SUCH
RISKS AS COMPANIES ENGAGED IN A SIMILAR BUSINESS WOULD, IN ACCORDANCE WITH GOOD
BUSINESS PRACTICE, CUSTOMARILY BE INSURED.
AS
14
OF THE DATE HEREOF, ALL SUCH INSURANCE POLICIES ARE IN FULL FORCE AND EFFECT AND
NO WRITTEN NOTICE OF CANCELLATION HAS BEEN RECEIVED.
THERE IS NO EXISTING
MATERIAL DEFAULT BY ANY INSURED THEREUNDER.
(V)
NO INTEGRATION.
NEITHER THE COMPANY NOR ITS SUBSIDIARIES OR ANY
AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF, HAS ISSUED ANY
SECURITIES OF THE COMPANY WHICH WOULD BE INTEGRATED WITH THE SALE OF THE SHARES
OF CONVERTIBLE PREFERRED STOCK FOR PURPOSES OF THE SECURITIES ACT, NOR WILL THE
COMPANY OR ITS SUBSIDIARIES OR AFFILIATES TAKE ANY ACTION OR STEPS (AND NEITHER
HAVE THEY TAKEN ANY ACTION OR STEPS) THAT WOULD REQUIRE REGISTRATION OF ANY OF
THE SHARES OF CONVERTIBLE PREFERRED STOCK UNDER THE SECURITIES ACT OR CAUSE THE
OFFERING OF THE CONVERTIBLE PREFERRED STOCK TO BE INTEGRATED WITH OTHER
OFFERINGS.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF EACH
INVESTOR, THE OFFER AND SALE OF THE SHARES OF CONVERTIBLE PREFERRED STOCK BY THE
COMPANY TO THE INVESTORS PURSUANT TO THIS AGREEMENT WILL BE EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
(W)
LOAN PORTFOLIO. EXCEPT AS HAS NOT HAD AND WOULD NOT REASONABLY BE
EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT:
(I)
ALL OF THE WRITTEN AND ORAL LOAN AGREEMENTS, NOTES OR BORROWING
ARRANGEMENTS (INCLUDING ALL LEASES, CREDIT ENHANCEMENTS, COMMITMENTS, GUARANTEES
AND INTEREST-BEARING ASSETS) ORIGINATED OR PURCHASED AND HELD BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES WERE SOLICITED, ORIGINATED AND EXIST IN COMPLIANCE WITH
ALL APPLICABLE LOAN POLICIES AND PROCEDURES OF THE COMPANY AND THE SUBSIDIARIES
OF THE COMPANY.
THE INFORMATION (INCLUDING ELECTRONIC INFORMATION AND
INFORMATION CONTAINED ON TAPES AND COMPUTER DISKS) WITH RESPECT TO ALL LOANS OF
THE COMPANY AND THE SUBSIDIARIES OF THE COMPANY FURNISHED