OR SUPPORTING INFORMATION, AND ATTACHMENTS AND
EXHIBITS) REQUIRED TO BE FILED WITH RESPECT TO TAXES, INCLUDING, WITHOUT
LIMITATION, ALL INFORMATION RETURNS RELATING TO TAXES OF THIRD PARTIES, ANY
CLAIMS FOR REFUNDS OF TAXES AND ANY AMENDMENT OR SUPPLEMENTS TO ANY OF THE
FOREGOING.
(J)
ABSENCE OF CERTAIN CHANGES.
SINCE
DECEMBER 31, 2008, EXCEPT FOR PUBLICLY DISCLOSED ORDINARY DIVIDENDS ON THE
COMMON STOCK, THE COMPANY HAS NOT MADE OR DECLARED ANY DISTRIBUTION OR DIVIDEND
IN CASH OR IN KIND TO ITS STOCKHOLDERS OR ISSUED OR REPURCHASED ANY SHARES OF
ITS CAPITAL STOCK OR OTHER EQUITY INTERESTS.
SINCE DECEMBER 31, 2008, THE
BUSINESS AND OPERATIONS OF THE COMPANY HAVE BEEN CONDUCTED IN ALL MATERIAL
RESPECTS IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, AND
THERE HAS NOT BEEN:
(1)
ANY CIRCUMSTANCE, OCCURRENCE, OR
DEVELOPMENT WHICH, INDIVIDUALLY OR IN THE AGGREGATE WITH OTHER CIRCUMSTANCES,
OCCURRENCES, OR DEVELOPMENTS, HAS HAD OR IS REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT ON THE COMPANY;
(2)
ANY MATERIAL DAMAGE, DESTRUCTION, OR OTHER
CASUALTY LOSS WITH RESPECT TO ANY MATERIAL ASSET OR PROPERTY OWNED, LEASED, OR
OTHERWISE USED BY THE COMPANY OR ANY COMPANY SUBSIDIARY, WHETHER OR NOT COVERED
BY INSURANCE;
(3)
ANY MATERIAL CHANGE IN ANY METHOD OF
ACCOUNTING OR ACCOUNTING PRACTICE BY THE COMPANY; OR
(4)
ANY AGREEMENT TO DO ANY OF THE FOREGOING.
(K)
COMMITMENTS AND CONTRACTS.
THE COMPANY HAS
PREVIOUSLY DISCLOSED OR PROVIDED TO THE INVESTOR OR ITS REPRESENTATIVES, PRIOR
TO THE DATE HEREOF, TRUE, CORRECT, AND COMPLETE COPIES OF EACH OF THE FOLLOWING
TO WHICH THE COMPANY OR ANY COMPANY SUBSIDIARY IS A PARTY OR SUBJECT (WHETHER
WRITTEN OR ORAL, EXPRESS OR IMPLIED) (EACH, A "COMPANY SIGNIFICANT AGREEMENT"):
(1)
ANY MATERIAL LABOR CONTRACT OR AGREEMENT
WITH ANY LABOR UNION;
(2)
ANY CONTRACT CONTAINING COVENANTS THAT
LIMIT IN ANY MATERIAL RESPECT THE ABILITY OF THE COMPANY OR ANY COMPANY
SUBSIDIARY TO COMPETE IN ANY LINE OF BUSINESS OR
13
WITH ANY PERSON OR WHICH INVOLVE ANY MATERIAL RESTRICTION OF THE GEOGRAPHICAL
AREA IN WHICH, OR METHOD BY WHICH OR WITH WHOM, THE COMPANY OR ANY COMPANY
SUBSIDIARY MAY CARRY ON ITS BUSINESS (OTHER THAN AS MAY BE REQUIRED BY LAW OR
APPLICABLE REGULATORY AUTHORITIES); AND ANY CONTRACT THAT COULD REQUIRE THE
DISPOSITION OF ANY MATERIAL ASSETS OR LINE OF BUSINESS OF THE COMPANY OR ANY
COMPANY SUBSIDIARY;
(3)
ANY JOINT VENTURE, PARTNERSHIP, STRATEGIC
ALLIANCE, OR OTHER SIMILAR CONTRACT (INCLUDING ANY FRANCHISING AGREEMENT, BUT IN
ANY EVENT EXCLUDING INTRODUCING BROKER AGREEMENTS); AND ANY CONTRACT RELATING TO
THE ACQUISITION OR DISPOSITION OF ANY MATERIAL BUSINESS OR MATERIAL ASSETS
(WHETHER BY MERGER, SALE OF STOCK OR ASSETS, OR OTHERWISE), WHICH ACQUISITION OR
DISPOSITION IS NOT YET COMPLETE OR WHERE SUCH CONTRACT CONTAINS CONTINUING
MATERIAL OBLIGATIONS OR CONTAINS CONTINUING INDEMNITY OBLIGATIONS OF THE COMPANY
OR ANY OF THE COMPANY SUBSIDIARIES;
(4)
ANY REAL PROPERTY LEASE AND ANY OTHER LEASE
WITH ANNUAL RENTAL PAYMENTS AGGREGATING $5,000,000 OR MORE;
(5)
OTHER THAN WITH RESPECT TO LOANS, ANY
CONTRACT PROVIDING FOR, OR REASONABLY LIKELY TO RESULT IN,