OF THE BOARD OF DIRECTORS
(X) ANY SIGNIFICANT DEFICIENCIES AND MATERIAL WEAKNESSES IN THE DESIGN OR
OPERATION OF INTERNAL CONTROLS THAT ARE REASONABLY LIKELY TO ADVERSELY AFFECT
THE COMPANY'S ABILITY TO RECORD, PROCESS, SUMMARIZE AND REPORT FINANCIAL
INFORMATION AND (Y) ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES MANAGEMENT
OR
8
OTHER EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN THE COMPANY'S INTERNAL CONTROLS
OVER FINANCIAL REPORTING.
(J)
NO UNDISCLOSED LIABILITIES.
NEITHER THE
COMPANY NOR ANY OF THE COMPANY SUBSIDIARIES HAS ANY LIABILITIES OR OBLIGATIONS
OF ANY NATURE (ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE) WHICH ARE NOT
PROPERLY REFLECTED OR RESERVED AGAINST IN THE COMPANY FINANCIAL STATEMENTS TO
THE EXTENT REQUIRED TO BE SO REFLECTED OR RESERVED AGAINST IN ACCORDANCE WITH
GAAP, EXCEPT FOR (A) LIABILITIES THAT HAVE ARISEN SINCE THE LAST FISCAL YEAR END
IN THE ORDINARY AND USUAL COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICE
AND (B) LIABILITIES THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE NOT HAD AND
WOULD NOT REASONABLY BE EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE EFFECT.
(K)
OFFERING OF SECURITIES.
NEITHER THE COMPANY
NOR ANY PERSON ACTING ON ITS BEHALF HAS TAKEN ANY ACTION (INCLUDING ANY OFFERING
OF ANY SECURITIES OF THE COMPANY UNDER CIRCUMSTANCES WHICH WOULD REQUIRE THE
INTEGRATION OF SUCH OFFERING WITH THE OFFERING OF ANY OF THE PURCHASED
SECURITIES UNDER THE SECURITIES ACT, AND THE RULES AND REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") PROMULGATED THEREUNDER), WHICH
MIGHT SUBJECT THE OFFERING, ISSUANCE OR SALE OF ANY OF THE PURCHASED SECURITIES
TO INVESTOR PURSUANT TO THIS AGREEMENT TO THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.
(L)
LITIGATION AND OTHER PROCEEDINGS.
EXCEPT
(I) AS SET FORTH ON SCHEDULE C OR (II) AS WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE EFFECT,
THERE IS NO (A) PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED, CLAIM,
ACTION, SUIT, INVESTIGATION OR PROCEEDING, AGAINST THE COMPANY OR ANY COMPANY
SUBSIDIARY OR TO WHICH ANY OF THEIR ASSETS ARE SUBJECT NOR IS THE COMPANY OR ANY
COMPANY SUBSIDIARY SUBJECT TO ANY ORDER, JUDGMENT OR DECREE OR (B) UNRESOLVED
VIOLATION, CRITICISM OR EXCEPTION BY ANY GOVERNMENTAL ENTITY WITH RESPECT TO ANY
REPORT OR RELATING TO ANY EXAMINATIONS OR INSPECTIONS OF THE COMPANY OR ANY
COMPANY SUBSIDIARIES.
(M)
COMPLIANCE WITH LAWS.
EXCEPT AS WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A COMPANY
MATERIAL ADVERSE EFFECT, THE COMPANY AND THE COMPANY SUBSIDIARIES HAVE ALL
PERMITS, LICENSES, FRANCHISES, AUTHORIZATIONS, ORDERS AND APPROVALS OF, AND HAVE
MADE ALL FILINGS, APPLICATIONS AND REGISTRATIONS WITH, GOVERNMENTAL ENTITIES
THAT ARE REQUIRED IN ORDER TO PERMIT THEM TO OWN OR LEASE THEIR PROPERTIES AND
ASSETS AND TO CARRY ON THEIR BUSINESS AS PRESENTLY CONDUCTED AND THAT ARE
MATERIAL TO THE BUSINESS OF THE COMPANY OR SUCH COMPANY SUBSIDIARY.
EXCEPT AS
SET FORTH ON SCHEDULE D, THE COMPANY AND THE COMPANY SUBSIDIARIES HAVE COMPLIED
IN ALL RESPECTS AND ARE NOT IN DEFAULT OR VIOLATION OF, AND NONE OF THEM IS, TO
THE