THE COMPANY'S KNOWLEDGE, THE
OTHER PARTIES THERETO, IN ACCORDANCE WITH ITS TERMS, EXCEPT (X) AS SUCH
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, (Y) AS ENFORCEABILITY OF ANY
INDEMNIFICATION OR CONTRIBUTION PROVISION MAY BE LIMITED UNDER THE FEDERAL AND
STATE SECURITIES LAWS, AND (Z) THAT THE REMEDY OF SPECIFIC PERFORMANCE AND
INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO THE EQUITABLE
DEFENSES AND TO THE DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR
MAY BE BROUGHT. NONE OF SUCH AGREEMENTS OR INSTRUMENTS HAS BEEN ASSIGNED BY THE
COMPANY, AND NEITHER THE COMPANY NOR, TO THE COMPANY'S KNOWLEDGE, ANY OTHER
PARTY IS IN DEFAULT THEREUNDER AND, TO THE COMPANY'S KNOWLEDGE, NO EVENT HAS
OCCURRED THAT, WITH THE LAPSE OF TIME OR THE GIVING OF NOTICE, OR BOTH, WOULD
CONSTITUTE A DEFAULT THEREUNDER, EXCEPT AS DISCLOSED IN THE REGISTRATION
STATEMENT, THE DISCLOSURE PACKAGE AND THE PROSPECTUS. TO THE COMPANY'S
KNOWLEDGE, PERFORMANCE BY THE COMPANY OF THE MATERIAL PROVISIONS OF SUCH
AGREEMENTS OR INSTRUMENTS WILL NOT RESULT IN A VIOLATION OF ANY EXISTING
APPLICABLE LAW, RULE, REGULATION, JUDGMENT, ORDER OR DECREE OF ANY GOVERNMENTAL
AGENCY OR COURT, DOMESTIC OR FOREIGN, HAVING JURISDICTION OVER THE COMPANY OR
ANY OF ITS ASSETS OR BUSINESSES (EACH, A "GOVERNMENTAL ENTITY"), INCLUDING,
WITHOUT LIMITATION, THOSE RELATING TO ENVIRONMENTAL LAWS AND REGULATIONS.
III.
PRIOR SECURITIES
TRANSACTIONS. FOR THE PAST THREE COMPLETED FISCAL YEARS THROUGH THE DATE HEREOF,
NO SECURITIES OF THE COMPANY HAVE BEEN SOLD BY THE COMPANY OR, TO THE COMPANY'S
KNOWLEDGE, BY OR ON BEHALF OF, OR FOR THE BENEFIT OF, ANY PERSON OR PERSONS
CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH THE COMPANY, EXCEPT AS
DISCLOSED IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE
PRELIMINARY PROSPECTUS OR, WITH RESPECT TO PARTIES OTHER THAN THE COMPANY, OTHER
FILINGS BY SUCH OTHER PERSONS WITH THE COMMISSION.
IV.
REGULATIONS. THE DISCLOSURES
IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE PROSPECTUS
CONCERNING THE EFFECTS OF FEDERAL, STATE, LOCAL AND ALL FOREIGN REGULATION ON
THE OFFERING AND THE COMPANY'S BUSINESS AS CURRENTLY CONTEMPLATED ARE CORRECT IN
ALL MATERIAL RESPECTS AND NO OTHER SUCH REGULATIONS ARE REQUIRED TO BE DISCLOSED
IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE PROSPECTUS WHICH
ARE NOT SO DISCLOSED.
6
V.
CHANGES AFTER DATES IN
REGISTRATION STATEMENT.
(A)
NO MATERIAL ADVERSE CHANGE. SINCE THE RESPECTIVE DATES AS OF
WHICH INFORMATION IS GIVEN IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE
AND THE PROSPECTUS, EXCEPT AS OTHERWISE SPECIFICALLY STATED THEREIN: (I) THERE
HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL POSITION OR RESULTS OF
OPERATIONS OF THE COMPANY, NOR ANY CHANGE OR DEVELOPMENT THAT, SINGULARLY OR IN
THE AGGREGATE, WOULD INVOLVE A MATERIAL ADVERSE CHANGE OR A PROSPECTIVE MATERIAL
ADVERSE CHANGE, IN OR AFFECTING THE CONDITION (FINANCIAL OR OTHERWISE), RESULTS
OF OPERATIONS, BUSINESS, ASSETS OR PROSPECTS OF THE COMPANY (A "MATERIAL ADVERSE
CHANGE"); (II) THERE HAVE BEEN NO MATERIAL TRANSACTIONS ENTERED INTO BY THE
COMPANY, OTHER THAN AS CONTEMPLATED PURSUANT TO