PETITION IN BANKRUPTCY OR A PETITION TO TAKE
ADVANTAGE OF ANY INSOLVENCY ACT, MADE AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, CONSENTED TO THE APPOINTMENT OF A RECEIVER FOR ITSELF OR FOR THE
WHOLE OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR HAD A PETITION IN BANKRUPTCY
FILED AGAINST IT, BEEN ADJUDICATED A BANKRUPT, OR FILED A PETITION OR ANSWER
SEEKING REORGANIZATION OR ARRANGEMENT UNDER THE FEDERAL BANKRUPTCY LAWS OR ANY
OTHER LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION.
(C)
THE COMPANY AND ITS SUBSIDIARIES ARE IN COMPLIANCE WITH ALL
OBLIGATIONS, AGREEMENTS AND CONDITIONS CONTAINED IN ANY EVIDENCE OF INDEBTEDNESS
OR ANY LOAN AGREEMENT TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY
OR IS SUBJECT (COLLECTIVELY, THE "OBLIGATIONS"), THE LACK OF COMPLIANCE WITH
WHICH WOULD AFFORD TO ANY PERSON THE RIGHT TO (I) ACCELERATE ANY MATERIAL
INDEBTEDNESS OR (II) TERMINATE ANY RIGHT OR AGREEMENT OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES, THE TERMINATION OF WHICH COULD REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
TO THE COMPANY'S
KNOWLEDGE, ALL OTHER PARTIES TO SUCH OBLIGATIONS ARE IN COMPLIANCE WITH THE
TERMS AND CONDITIONS OF SUCH OBLIGATIONS, EXCEPT FOR ANY NON-COMPLIANCE THAT
COULD NOT REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
3.11
REGISTRATION RIGHTS.
THE COMPANY HAS NOT GRANTED OR AGREED TO GRANT
ANY REGISTRATION RIGHTS WITH RESPECT TO SHARES OF THE COMPANY'S CAPITAL STOCK OR
OTHER VOTING OR EQUITY SECURITIES OF THE COMPANY UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), INCLUDING PIGGYBACK RIGHTS, TO ANY
PERSON.
3.12
TITLE TO PROPERTY AND ASSETS.
EXCEPT AS PROVIDED IN THE COMPANY'S
PUBLIC FILINGS, THE COMPANY OR ONE OF ITS SUBSIDIARIES HAS GOOD TITLE TO, A
VALID LEASEHOLD INTEREST IN, OR A VALID LICENSE TO USE, ALL OF THE MATERIAL
TANGIBLE PROPERTY AND ASSETS REFLECTED ON THE COMPANY'S BALANCE SHEET AS OF
DECEMBER 31, 2005, FREE AND CLEAR OF ALL MATERIAL LIENS, CLAIMS, RESTRICTIONS OR
ENCUMBRANCES, EXCEPT THOSE ASSETS SOLD, CONSUMED OR OTHERWISE DISPOSED OF SINCE
THE DATE OF SUCH BALANCE SHEET IN THE ORDINARY COURSE OF BUSINESS, NONE OF WHICH
EITHER ALONE OR IN THE AGGREGATE ARE MATERIAL, EITHER IN NATURE OR AMOUNT, TO
THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE.
3.13
FINANCIAL STATEMENTS AND SEC FILINGS.
(A)
THE COMPANY HAS MADE AVAILABLE TO THE INVESTOR (I) THE COMPANY'S
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2005 CONTAINED IN
THE COMPANY'S ANNUAL REPORT ON FORM 10-K (THE "AUDITED FINANCIAL STATEMENTS");
AND (II) THE COMPANY'S UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER ENDED
MARCH 31, 2006 (COLLECTIVELY WITH THE AUDITED FINANCIAL STATEMENTS, THE
"FINANCIAL STATEMENTS").
THE FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP")
APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS INDICATED (EXCEPT AS MAY BE
INDICATED IN NOTES OR AS PERMITTED BY FORM 10-Q) AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL CONDITION AND OPERATING