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 BORROWER HAS NOT ISSUED ANY EQUITY
SECURITIES TO ANY OFFICER, DIRECTOR OR AFFILIATE, EXCEPT PURSUANT TO EXISTING
BORROWER STOCK OPTION AND STOCK PURCHASE PLANS. THE BORROWER DOES NOT HAVE
PENDING BEFORE THE COMMISSION ANY REQUEST FOR CONFIDENTIAL TREATMENT OF
INFORMATION.
(K)
LITIGATION.
THERE IS NO 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, INDIVIDUALLY OR IN THE AGGREGATE, HAVE OR REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NEITHER THE BORROWER NOR ANY
SUBSIDIARY, NOR 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 OF THE BORROWER, THERE IS NOT PENDING OR CONTEMPLATED, ANY
INVESTIGATION BY THE COMMISSION INVOLVING THE BORROWER OR ANY CURRENT OR FORMER
DIRECTOR OR OFFICER OF THE BORROWER.
THE COMMISSION HAS NOT ISSUED ANY STOP
ORDER OR OTHER ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT
FILED BY THE BORROWER OR ANY SUBSIDIARY UNDER THE EXCHANGE ACT OR THE SECURITIES
ACT.
(L)
LABOR RELATIONS.
NO MATERIAL LABOR
DISPUTE EXISTS OR, TO THE KNOWLEDGE OF THE BORROWER, IS IMMINENT WITH RESPECT TO
ANY OF THE EMPLOYEES OF THE BORROWER.
(M)
COMPLIANCE.
NEITHER THE BORROWER 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 BORROWER OR ANY SUBSIDIARY UNDER), NOR HAS THE
BORROWER 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 IS A PARTY OR BY WHICH IT OR ANY
OF ITS PROPERTIES IS BOUND (WHETHER OR NOT SUCH DEFAULT OR VIOLATION HAS BEEN
WAIVED), (II) IS IN VIOLATION OF ANY ORDER OF ANY COURT, ARBITRATOR OR
GOVERNMENTAL BODY, OR (III) IS OR HAS BEEN IN VIOLATION OF ANY STATUTE, RULE OR
11
regulation of any governmental authority, including without limitation all
foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and
employment and labor matters, except in each case as could not, individually or
in the aggregate, have or could reasonably be expected to result in a Material
Adverse Effect. The Borrower is in compliance with the applicable requirements
of the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder
promulgated by the Commission, except where such noncompliance could not have or
reasonably be expected to result in a Material