OPTION AGREEMENTS, WHETHER ENTERED INTO FOR THE COMPANY'S OWN ACCOUNT, OR FOR
THE ACCOUNT OF ONE OR MORE OF THE COMPANY SUBSIDIARIES OR THEIR CUSTOMERS, WERE
ENTERED INTO (I) ONLY FOR PURPOSES OF MITIGATING IDENTIFIED RISK AND IN THE
ORDINARY COURSE OF BUSINESS, (II) IN ACCORDANCE WITH PRUDENT PRACTICES AND IN
COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, REGULATIONS AND REGULATORY POLICIES,
AND (III) WITH COUNTERPARTIES BELIEVED BY THE COMPANY TO BE FINANCIALLY
RESPONSIBLE AT THE TIME; AND EACH OF THEM CONSTITUTES THE VALID AND LEGALLY
BINDING OBLIGATION OF THE COMPANY OR ONE OF THE COMPANY SUBSIDIARIES,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
NEITHER THE COMPANY NOR THE COMPANY
SUBSIDIARIES, NOR ANY OTHER PARTY THERETO, IS IN BREACH OF ANY OF ITS
OBLIGATIONS UNDER ANY SUCH AGREEMENT OR ARRANGEMENT.
(T)
FOREIGN CORRUPT PRACTICES AND INTERNATIONAL TRADE SANCTIONS.
NEITHER THE COMPANY NOR ANY COMPANY SUBSIDIARY, NOR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR ANY OTHER PERSONS ACTING ON THEIR
BEHALF (I) HAS VIOLATED THE FOREIGN CORRUPT PRACTICES ACT, 15 U.S.C. § 78DD-1 ET
SEQ., AS AMENDED, OR ANY OTHER SIMILAR APPLICABLE FOREIGN, FEDERAL, OR STATE
LEGAL REQUIREMENT, (II) HAS MADE OR PROVIDED, OR CAUSED TO BE MADE OR PROVIDED,
DIRECTLY OR INDIRECTLY, ANY PAYMENT OR THING OF VALUE TO A FOREIGN OFFICIAL,
FOREIGN POLITICAL PARTY, CANDIDATE FOR OFFICE OR ANY OTHER PERSON KNOWING THAT
THE PERSON WILL PAY OR OFFER TO PAY THE FOREIGN OFFICIAL, PARTY OR CANDIDATE,
FOR THE PURPOSE OF INFLUENCING A DECISION, INDUCING AN OFFICIAL TO VIOLATE THEIR
LAWFUL DUTY, SECURING ANY IMPROPER ADVANTAGE, OR INDUCING A FOREIGN OFFICIAL TO
USE THEIR INFLUENCE TO AFFECT A GOVERNMENTAL DECISION, (III) HAS PAID, ACCEPTED
OR RECEIVED ANY UNLAWFUL CONTRIBUTIONS, PAYMENTS, EXPENDITURES OR GIFTS,
(IV) HAS VIOLATED OR OPERATED IN NONCOMPLIANCE WITH ANY EXPORT RESTRICTIONS,
MONEY LAUNDERING LAW, ANTI-TERRORISM LAW OR REGULATION, ANTI-BOYCOTT REGULATIONS
OR EMBARGO REGULATIONS, OR (V) IS CURRENTLY SUBJECT TO ANY UNITED STATES
SANCTIONS ADMINISTERED BY THE OFFICE OF FOREIGN ASSETS CONTROL OF THE UNITED
STATES TREASURY DEPARTMENT.
(U)
ENVIRONMENTAL LIABILITY.
THERE IS NO LEGAL, ADMINISTRATIVE, OR
OTHER PROCEEDING, CLAIM OR ACTION OF ANY NATURE SEEKING TO IMPOSE, OR THAT COULD
RESULT IN THE IMPOSITION OF, ON THE COMPANY OR ANY COMPANY SUBSIDIARY, ANY
LIABILITY RELATING TO THE RELEASE OF HAZARDOUS SUBSTANCES AS DEFINED UNDER ANY
LOCAL, STATE OR FEDERAL ENVIRONMENTAL STATUTE, REGULATION OR ORDINANCE,
INCLUDING THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY
ACT OF 1980, AS AMENDED, PENDING OR, TO THE COMPANY'S KNOWLEDGE, THREATENED
AGAINST THE COMPANY OR ANY COMPANY SUBSIDIARY THE RESULT OF WHICH HAS A MATERIAL
ADVERSE EFFECT ON THE COMPANY; TO THE COMPANY'S KNOWLEDGE, THERE IS NO
REASONABLE BASIS FOR ANY SUCH PROCEEDING, CLAIM OR ACTION; AND TO THE COMPANY'S
KNOWLEDGE, NEITHER THE COMPANY NOR ANY COMPANY SUBSIDIARY IS SUBJECT TO ANY
AGREEMENT, ORDER, JUDGMENT OR DECREE BY OR WITH ANY GOVERNMENTAL ENTITY OR THIRD
PARTY IMPOSING ANY SUCH ENVIRONMENTAL LIABILITY.
(V)
ANTI-TAKEOVER PROVISIONS NOT APPLICABLE.
THE BOARD OF DIRECTORS
HAS TAKEN ALL NECESSARY ACTION TO ENSURE THAT THE TRANSACTIONS CONTEMPLATED BY
THE