TO MANAGEMENT
AND THE BOARD OF DIRECTORS. THE COMPANY IS NOT AWARE OF ANY FRAUD, WHETHER OR
NOT MATERIAL, THAT INVOLVES MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A ROLE IN THE
COMPANY'S INTERNAL CONTROLS; AND SINCE THE DATE OF THE MOST RECENT EVALUATION OF
SUCH DISCLOSURE CONTROLS AND PROCEDURES, THERE HAVE BEEN NO SIGNIFICANT CHANGES
IN INTERNAL CONTROLS OR IN OTHER FACTORS THAT COULD SIGNIFICANTLY AFFECT
INTERNAL CONTROLS, INCLUDING ANY CORRECTIVE ACTIONS WITH REGARD TO SIGNIFICANT
DEFICIENCIES AND MATERIAL WEAKNESSES.
(DD)
SARBANES-OXLEY ACT.
THE COMPANY, AND TO ITS KNOWLEDGE AFTER DUE
INQUIRY, ALL OF THE COMPANY'S DIRECTORS OR OFFICERS, IN THEIR CAPACITIES AS
SUCH, IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE EFFECTIVE
PROVISIONS OF THE SARBANES-OXLEY ACT AND ANY RELATED RULES AND REGULATIONS
PROMULGATED BY THE COMMISSION.
(EE)
NOT AN INVESTMENT COMPANY.
THE COMPANY IS NOT, NOR AFTER GIVING
EFFECT TO THE OFFERING AND SALE OF THE SHARES AND THE APPLICATION OF THE
PROCEEDS THEREOF AS DESCRIBED IN THE PROSPECTUS, WILL BE, (I) REQUIRED TO
REGISTER AS AN "INVESTMENT COMPANY" AS DEFINED IN THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED (THE " INVESTMENT COMPANY ACT "), AND THE RULES AND REGULATIONS
OF THE COMMISSION
10
THEREUNDER OR (II) A "BUSINESS DEVELOPMENT COMPANY" (AS DEFINED IN
SECTION 2(A)(48) OF THE INVESTMENT COMPANY ACT).
(FF)
INSURANCE.
THE COMPANY MAINTAINS INSURANCE IN SUCH AMOUNTS AND
COVERING SUCH RISKS AS IS REASONABLY CONSIDERED TO BE ADEQUATE FOR THE CONDUCT
OF ITS BUSINESS AND THE VALUE OF ITS PROPERTIES AND AS IS CUSTOMARY FOR
COMPANIES ENGAGED IN SIMILAR BUSINESSES IN SIMILAR INDUSTRIES.
ALL SUCH
INSURANCE IS FULLY IN FORCE ON THE DATE HEREOF AND WILL BE FULLY IN FORCE AS OF
THE CLOSING DATE.
THE COMPANY HAS NO REASON TO BELIEVE THAT IT WILL NOT BE ABLE
TO RENEW ITS EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO
OBTAIN SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE
ITS BUSINESS AT A COST THAT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(GG)
BROKERS FEES.
THE COMPANY IS NOT A PARTY TO ANY CONTRACT,
AGREEMENT OR UNDERSTANDING WITH ANY PERSON (OTHER THAN THIS AGREEMENT) THAT
WOULD GIVE RISE TO A VALID CLAIM AGAINST THE COMPANY OR THE PLACEMENT AGENT FOR
A BROKERAGE COMMISSION, FINDER'S FEE OR OTHER LIKE PAYMENT IN CONNECTION WITH
THE OFFERING AND SALE OF THE SHARES.
(HH)
INTEGRATION.
THE COMPANY HAS NOT SOLD OR ISSUED ANY
SECURITIES THAT WOULD BE INTEGRATED WITH THE OFFERING OF THE SHARES CONTEMPLATED
BY THIS AGREEMENT PURSUANT TO THE SECURITIES ACT, THE RULES AND REGULATIONS OR
THE INTERPRETATIONS THEREOF BY THE COMMISSION.
(II)
CORRUPT PRACTICES.
NEITHER THE COMPANY NOR, TO THE COMPANY'S
KNOWLEDGE, ANY OTHER PERSON ASSOCIATED WITH OR ACTING ON BEHALF OF THE COMPANY,
INCLUDING WITHOUT LIMITATION ANY DIRECTOR, OFFICER, AGENT OR EMPLOYEE OF THE
COMPANY HAS, DIRECTLY OR INDIRECTLY, WHILE ACTING ON BEHALF OF THE COMPANY (I)
USED ANY CORPORATE FUNDS FOR UNLAWFUL CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR
OTHER UNLAWFUL EXPENSES RELATING TO POLITICAL ACTIVITY, (II) MADE