MAINTENANCE, LOCATION AND CHARACTER OF ITS ASSETS, AND THE NATURE OF ALL
TRANSACTIONS GIVING RISE TO ITS OBLIGATIONS OR ACCOUNTS RECEIVABLE;
(Y)
RELATED PARTY TRANSACTIONS.
EXCEPT AS DISCLOSED IN THE BORROWER'S
PUBLIC SEC FILINGS, NO EXISTING MATERIAL WRITTEN OR ORAL AGREEMENT OR
INSTRUMENT, INCLUDING, WITHOUT LIMITATION, TRUST INSTRUMENT, INDENTURE OR
EVIDENCE OF INDEBTEDNESS, LEASE, CONTRACT OR OTHER OBLIGATION OR COMMITMENT OF
THE BORROWER OR ITS SUBSIDIARIES IS WITH OR FOR THE DIRECT BENEFIT OF (I) ANY
PARTY OWNING, OR FORMERLY OWNING, BENEFICIALLY OR OF RECORD, DIRECTLY OR
INDIRECTLY, IN EXCESS OF FIVE PER CENT (5%) OF THE OUTSTANDING CAPITAL STOCK OF
THE BORROWER, (II) ANY DIRECTOR, OFFICER OR SIMILAR REPRESENTATIVE OF THE
BORROWER, (III) ANY NATURAL PERSON RELATED BY BLOOD, ADOPTION OR MARRIAGE TO ANY
PARTY DESCRIBED IN (I) OR (II), OR (IV) ANY ENTITY IN WHICH ANY OF THE FOREGOING
PARTIES HAS, DIRECTLY OR INDIRECTLY, AT LEAST A FIVE PER CENT (5%) BENEFICIAL
INTEREST (A "RELATED PARTY").
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
NO RELATED PARTY, DIRECTLY OR INDIRECTLY, OWNS OR CONTROLS ANY MATERIAL ASSETS
OR MATERIAL PROPERTIES WHICH ARE USED IN THE BORROWER'S BUSINESS AND TO THE
ACTUAL KNOWLEDGE OF THE BORROWER, NO RELATED PARTY, DIRECTLY OR INDIRECTLY,
ENGAGES IN OR HAS ANY SIGNIFICANT INTEREST IN OR CONNECTION WITH ANY BUSINESS
WHICH IS, OR HAS BEEN WITHIN THE LAST TWO (2) YEARS, A COMPETITOR, CUSTOMER OR
SUPPLIER OF THE BORROWER OR HAS DONE BUSINESS WITH THE BORROWER OR WHICH
CURRENTLY SELLS OR PROVIDES PRODUCTS OR SERVICES WHICH ARE SIMILAR OR RELATED TO
THE PRODUCTS OR SERVICES SOLD OR PROVIDED IN CONNECTION WITH THE BUSINESS OF THE
BORROWER;
29
(Z)
SECURITIES LAW MATTERS.
EXCEPT AS DISCLOSED IN THE BORROWER'S
PUBLIC SEC FILINGS, SINCE JANUARY 1, 2005, THE BORROWER HAS FILED IN A TIMELY
MANNER ALL REPORTS, REGISTRATION STATEMENTS, PROXY STATEMENTS AND OTHER
MATERIALS, TOGETHER WITH ANY AMENDMENTS REQUIRED TO BE MADE WITH RESPECT THERETO
(THE "PUBLIC FILINGS"), THAT WERE REQUIRED TO BE FILED WITH (I) THE SEC UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND (II) ANY APPLICABLE STATE SECURITIES
AUTHORITIES (THE "PUBLIC FILING RULES"). THE PUBLIC FILINGS COMPLIED AS TO FORM
IN ALL MATERIAL RESPECTS WITH THE PUBLIC FILING RULES AS OF THEIR RESPECTIVE
FILING DATES, AND THE INFORMATION CONTAINED THEREIN AS OF THE DATE THEREOF DID
NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN,
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, EXCEPT
TO THE EXTENT THAT INFORMATION CONTAINED IN ANY SUCH DOCUMENT HAS BEEN REVISED
OR SUPERSEDED BY A LATER FILED PUBLIC FILING.
THE BORROWER IS IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE PUBLIC FILING
RULES, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER.
THE ISSUANCE OF
ANY SHARES OF COMMON STOCK TO IFC UPON CONVERSION OF THE CONVERSION AMOUNT WILL
BE