IS ACCUMULATED AND COMMUNICATED TO THE COMPANY'S MANAGEMENT, INCLUDING ITS
PRINCIPAL EXECUTIVE OFFICER OR OFFICERS AND ITS PRINCIPAL FINANCIAL OFFICER OR
OFFICERS, AS APPROPRIATE, TO ALLOW TIMELY DECISIONS REGARDING REQUIRED
DISCLOSURE.
DURING THE TWELVE MONTHS PRIOR TO THE DATE HEREOF NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES HAVE RECEIVED ANY NOTICE OR CORRESPONDENCE
FROM ANY ACCOUNTANT RELATING TO ANY POTENTIAL MATERIAL WEAKNESS IN ANY PART OF
THE SYSTEM OF INTERNAL ACCOUNTING CONTROLS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES.
(CC)
RANKING OF NOTES.
EXCEPT AS SET FORTH ON SCHEDULE 3(CC), NO
INDEBTEDNESS OF THE COMPANY IS SENIOR TO OR RANKS PARI PASSU WITH THE NOTES IN
RIGHT OF PAYMENT, WHETHER WITH RESPECT OF PAYMENT OF REDEMPTIONS, INTEREST,
DAMAGES OR UPON LIQUIDATION OR DISSOLUTION OR OTHERWISE.
(DD)
OFF BALANCE SHEET ARRANGEMENTS.
THERE IS NO TRANSACTION,
ARRANGEMENT, OR OTHER RELATIONSHIP BETWEEN THE COMPANY AND AN UNCONSOLIDATED OR
OTHER OFF BALANCE SHEET ENTITY THAT IS REQUIRED TO BE DISCLOSED BY THE COMPANY
IN ITS 1934 ACT FILINGS AND IS NOT SO DISCLOSED OR THAT OTHERWISE WOULD BE
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(EE)
INVESTMENT COMPANY STATUS.
THE COMPANY IS NOT, AND UPON
CONSUMMATION OF THE SALE OF THE SECURITIES WILL NOT BE, AN "INVESTMENT COMPANY,"
A COMPANY CONTROLLED BY AN "INVESTMENT COMPANY" OR AN "AFFILIATED PERSON" OF, OR
"PROMOTER" OR "PRINCIPAL UNDERWRITER" FOR, AN "INVESTMENT COMPANY" AS SUCH TERMS
ARE DEFINED IN THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED.
(FF)
FORM S-3 ELIGIBILITY.
THE COMPANY IS ELIGIBLE TO REGISTER THE
CONVERSION SHARES, THE INTEREST SHARES AND THE WARRANT SHARES FOR RESALE BY THE
BUYERS USING FORM S-3 PROMULGATED UNDER THE 1933 ACT.
(GG)
TRANSFER TAXES.
ON THE CLOSING DATE, ALL STOCK TRANSFER OR OTHER
TAXES (OTHER THAN INCOME OR SIMILAR TAXES) WHICH ARE REQUIRED TO BE PAID IN
CONNECTION WITH THE SALE AND TRANSFER OF THE SECURITIES TO BE SOLD TO EACH BUYER
HEREUNDER WILL BE, OR WILL HAVE BEEN, FULLY PAID OR PROVIDED FOR BY THE COMPANY,
AND ALL LAWS IMPOSING SUCH TAXES WILL BE OR WILL HAVE BEEN COMPLIED WITH.
(HH)
MANIPULATION OF PRICE.
THE COMPANY HAS NOT, AND TO ITS KNOWLEDGE
NO ONE ACTING ON ITS BEHALF HAS, (I) TAKEN, DIRECTLY OR INDIRECTLY, ANY ACTION
DESIGNED TO CAUSE OR TO RESULT, OR THAT COULD REASONABLY BE EXPECTED TO CAUSE OR
RESULT, IN THE STABILIZATION OR MANIPULATION OF THE PRICE OF ANY SECURITY OF THE
COMPANY TO FACILITATE THE SALE OR RESALE OF ANY OF THE SECURITIES, (II) OTHER
THAN THE AGENT, SOLD, BID FOR, PURCHASED, OR PAID ANY COMPENSATION FOR
SOLICITING PURCHASES OF, ANY OF THE SECURITIES OR (III) PAID OR AGREED TO PAY TO
ANY PERSON ANY COMPENSATION FOR SOLICITING ANOTHER TO PURCHASE ANY OTHER
SECURITIES OF THE COMPANY.
(II)
ACKNOWLEDGEMENT REGARDING BUYERS' TRADING ACTIVITY.
ANYTHING IN
THIS AGREEMENT OR ELSEWHERE HEREIN TO THE CONTRARY NOTWITHSTANDING, BUT SUBJECT
TO COMPLIANCE BY THE BUYERS WITH APPLICABLE LAW AND THE PROVISIONS OF SECTION
4(T) HERETO, IT IS UNDERSTOOD AND ACKNOWLEDGED BY THE COMPANY (I) THAT