CONSISTENT WITH PAST
PRACTICE AND (B) LIABILITIES NOT REQUIRED TO BE REFLECTED IN THE COMPANY'S
FINANCIAL STATEMENTS PURSUANT TO GAAP OR REQUIRED TO BE DISCLOSED IN FILINGS
MADE WITH THE COMMISSION, (III) THE COMPANY HAS NOT ALTERED ITS METHOD OF
ACCOUNTING, (IV) THE COMPANY HAS NOT DECLARED OR MADE ANY DIVIDEND OR
DISTRIBUTION OF CASH OR OTHER PROPERTY TO ITS STOCKHOLDERS OR PURCHASED,
REDEEMED OR MADE ANY AGREEMENTS TO PURCHASE OR REDEEM ANY SHARES OF ITS CAPITAL
STOCK AND (V) THE COMPANY HAS NOT ISSUED ANY EQUITY SECURITIES TO ANY OFFICER,
DIRECTOR OR AFFILIATE, EXCEPT PURSUANT TO EXISTING COMPANY STOCK OR OPTION
PLANS. THE COMPANY DOES NOT HAVE PENDING BEFORE THE COMMISSION ANY REQUEST FOR
CONFIDENTIAL TREATMENT OF INFORMATION.
(J)
LITIGATION.
EXCEPT AS SET FORTH IN THE
SEC REPORTS, THERE IS NO ACTION, SUIT, INQUIRY, NOTICE OF VIOLATION, PROCEEDING
OR INVESTIGATION PENDING OR, TO THE KNOWLEDGE OF
11
THE COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY, ANY SUBSIDIARY OR ANY
OF THEIR RESPECTIVE PROPERTIES BEFORE OR BY ANY COURT, ARBITRATOR, GOVERNMENTAL
OR ADMINISTRATIVE AGENCY OR REGULATORY AUTHORITY (FEDERAL, STATE, COUNTY, LOCAL
OR FOREIGN) (COLLECTIVELY, AN "ACTION") WHICH (I) ADVERSELY AFFECTS OR
CHALLENGES THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSACTION
DOCUMENTS OR THE SECURITIES OR (II) COULD, IF THERE WERE AN UNFAVORABLE
DECISION, HAVE OR REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
EXCEPT AS SET FORTH IN THE SEC REPORTS, NEITHER THE COMPANY NOR ANY
SUBSIDIARY, NOR TO THE KNOWLEDGE OF THE COMPANY, ANY DIRECTOR OR OFFICER
THEREOF, IS OR HAS BEEN THE SUBJECT OF ANY ACTION INVOLVING A CLAIM OF VIOLATION
OF OR LIABILITY UNDER FEDERAL OR STATE SECURITIES LAWS OR A CLAIM OF BREACH OF
FIDUCIARY DUTY.
THERE HAS NOT BEEN, AND TO THE KNOWLEDGE OR REASONABLE
EXPECTATION OF THE COMPANY, THERE IS NOT PENDING OR CONTEMPLATED, ANY
INVESTIGATION BY THE COMMISSION INVOLVING THE COMPANY OR ANY CURRENT OR FORMER
DIRECTOR OR OFFICER OF THE COMPANY. THE COMMISSION HAS NOT ISSUED ANY STOP ORDER
OR OTHER ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT FILED
BY THE COMPANY OR ANY SUBSIDIARY UNDER THE EXCHANGE ACT OR THE SECURITIES ACT.
(K)
LABOR RELATIONS.
NO MATERIAL LABOR DISPUTE
EXISTS OR, TO THE KNOWLEDGE OF THE COMPANY, IS THREATENED WITH RESPECT TO ANY OF
THE EMPLOYEES OF THE COMPANY WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT. NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A
PARTY TO A COLLECTIVE BARGAINING AGREEMENT.
(L)
COMPLIANCE.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY (I) IS IN DEFAULT UNDER OR IN VIOLATION OF (AND NO EVENT HAS OCCURRED
THAT HAS NOT BEEN WAIVED THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD
RESULT IN A DEFAULT BY THE COMPANY OR ANY SUBSIDIARY UNDER), NOR HAS THE COMPANY
OR ANY SUBSIDIARY RECEIVED NOTICE OF A CLAIM THAT IT IS IN DEFAULT UNDER OR THAT
IT IS IN VIOLATION OF, ANY INDENTURE, LOAN OR CREDIT AGREEMENT OR ANY OTHER
AGREEMENT OR INSTRUMENT TO WHICH IT