OR SUBMITS UNDER THE 1934 ACT 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. EXCEPT AS SET FORTH IN SCHEDULE 3(CC),
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.
(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)
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.
(GG)
ACKNOWLEDGEMENT REGARDING BUYERS' TRADING
ACTIVITY. IT IS UNDERSTOOD AND ACKNOWLEDGED BY THE COMPANY (I) THAT FOLLOWING
THE PUBLIC DISCLOSURE OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS, IN ACCORDANCE WITH THE TERMS THEREOF, NONE OF THE BUYERS HAVE BEEN
ASKED BY THE COMPANY OR ITS SUBSIDIARIES TO AGREE, NOR HAS ANY BUYER AGREED WITH
THE COMPANY OR ITS SUBSIDIARIES, TO DESIST FROM PURCHASING OR SELLING, LONG
AND/OR SHORT, SECURITIES OF THE COMPANY, OR "DERIVATIVE" SECURITIES BASED ON
SECURITIES ISSUED BY THE COMPANY OR TO HOLD THE SECURITIES FOR ANY SPECIFIED
TERM; (II) THAT ANY BUYER, AND COUNTER PARTIES IN "DERIVATIVE" TRANSACTIONS TO
WHICH ANY SUCH BUYER IS A PARTY, DIRECTLY OR INDIRECTLY, PRESENTLY MAY HAVE A
"SHORT" POSITION IN THE COMMON STOCK WHICH WERE ESTABLISHED PRIOR TO SUCH
BUYER'S KNOWLEDGE OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS,
AND (III) THAT EACH BUYER SHALL NOT BE DEEMED TO HAVE ANY AFFILIATION WITH OR
CONTROL OVER ANY ARM'S LENGTH COUNTER PARTY IN ANY "DERIVATIVE" TRANSACTION. THE
COMPANY FURTHER UNDERSTANDS AND ACKNOWLEDGES THAT FOLLOWING THE PUBLIC
DISCLOSURE OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS,
16
IN ACCORDANCE WITH THE TERMS THEREOF, ONE OR MORE BUYERS MAY ENGAGE IN HEDGING
AND/OR TRADING ACTIVITIES AT VARIOUS TIMES DURING THE PERIOD THAT THE SECURITIES
ARE OUTSTANDING, INCLUDING, WITHOUT LIMITATION, DURING THE PERIODS THAT