FORTH
ON SCHEDULE 2.1(G) HERETO. NEITHER THE COMPANY NOR ANY SUBSIDIARY IS PARTY TO,
NOR HAS ANY KNOWLEDGE OF, ANY AGREEMENT RESTRICTING THE VOTING OR TRANSFER OF
ANY SHARES OF THE CAPITAL STOCK OF ANY SUBSIDIARY.
(H)
NO MATERIAL ADVERSE CHANGE. SINCE SEPTEMBER
30, 2003, THE COMPANY HAS NOT EXPERIENCED OR SUFFERED ANY MATERIAL ADVERSE
EFFECT, EXCEPT AS DISCLOSED ON SCHEDULE 2.1(H) HERETO OR IN THE COMMISSION
DOCUMENTS FILED AFTER SUCH DATE BUT PRIOR TO THE DATE HEREOF.
(I)
NO UNDISCLOSED LIABILITIES. EXCEPT AS
DISCLOSED ON SCHEDULE 2.1(I) HERETO OR IN THE COMMISSION DOCUMENTS FILED AFTER
SUCH DATE BUT PRIOR TO THE DATE HEREOF, NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS ANY LIABILITIES, OBLIGATIONS, CLAIMS OR LOSSES (WHETHER
LIQUIDATED OR UNLIQUIDATED, SECURED OR UNSECURED, ABSOLUTE, ACCRUED, CONTINGENT
OR OTHERWISE) OTHER THAN THOSE REFLECTED ON THE BALANCE SHEET INCLUDED IN THE
FORM 10-Q OR INCURRED IN THE ORDINARY COURSE OF THE COMPANY'S OR ITS
SUBSIDIARIES RESPECTIVE BUSINESSES SINCE SEPTEMBER 30, 2003, AND WHICH,
INDIVIDUALLY OR IN THE AGGREGATE, DO NOT OR WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT ON THE COMPANY OR ITS SUBSIDIARIES.
(J)
NO UNDISCLOSED EVENTS OR CIRCUMSTANCES.
SINCE SEPTEMBER 30, 2003, EXCEPT AS DISCLOSED ON SCHEDULE 2.1(J) HERETO OR IN
THE COMMISSION DOCUMENTS FILED AFTER SUCH DATE BUT PRIOR TO THE DATE HEREOF, NO
EVENT OR CIRCUMSTANCE HAS OCCURRED OR EXISTS WITH RESPECT TO THE COMPANY OR ITS
SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, PROPERTIES, OPERATIONS OR FINANCIAL
CONDITION, WHICH, UNDER APPLICABLE LAW, RULE OR REGULATION, REQUIRES PUBLIC
DISCLOSURE OR ANNOUNCEMENT BY THE COMPANY BUT WHICH HAS NOT BEEN SO PUBLICLY
ANNOUNCED OR DISCLOSED.
(K)
INDEBTEDNESS. SCHEDULE 2.1(K) HERETO SETS
FORTH AS OF THE DATE HEREOF ALL OUTSTANDING SECURED AND UNSECURED INDEBTEDNESS
OF THE COMPANY OR ANY SUBSIDIARY, OR FOR WHICH THE COMPANY OR ANY SUBSIDIARY HAS
COMMITMENTS, WHICH INDEBTEDNESS IS NOT DISCLOSED IN ANY COMMISSION DOCUMENTS.
FOR THE PURPOSES OF THIS AGREEMENT, "INDEBTEDNESS" SHALL MEAN (I) ANY
LIABILITIES FOR BORROWED MONEY IN EXCESS OF $100,000 (OTHER THAN TRADE ACCOUNTS
PAYABLE INCURRED IN THE ORDINARY COURSE OF BUSINESS), (II) ALL GUARANTIES,
ENDORSEMENTS AND OTHER CONTINGENT OBLIGATIONS IN RESPECT OF INDEBTEDNESS OF
OTHERS IN EXCESS OF $100,000, WHETHER OR NOT THE SAME ARE OR SHOULD BE REFLECTED
IN THE COMPANY'S BALANCE SHEET (OR THE NOTES THERETO), EXCEPT GUARANTIES BY
ENDORSEMENT OF NEGOTIABLE INSTRUMENTS FOR DEPOSIT OR COLLECTION OR SIMILAR
TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS, AND (III) THE PRESENT VALUE OF
ANY LEASE PAYMENTS IN EXCESS OF $100,000 DUE UNDER LEASES REQUIRED TO BE
CAPITALIZED IN ACCORDANCE WITH GAAP.
6
EXCEPT AS DISCLOSED ON SCHEDULE 2.1(K) OR IN ANY COMMISSION DOCUMENTS, NEITHER
THE COMPANY NOR ANY SUBSIDIARY IS IN DEFAULT WITH RESPECT TO ANY INDEBTEDNESS.
(L)
TITLE TO ASSETS. EACH OF THE COMPANY AND
THE SUBSIDIARIES HAS GOOD AND VALID TITLE TO ALL OF ITS REAL AND PERSONAL
PROPERTY, FREE AND CLEAR OF ANY MORTGAGES, PLEDGES, CHARGES, LIENS, SECURITY
INTERESTS OR OTHER ENCUMBRANCES OF ANY NATURE WHATSOEVER, EXCEPT FOR (I) THOSE
LIENS INDICATED ON SCHEDULE 2.1(L)