HAS PAID OR ACCRUED ALL TAXES SHOWN AS DUE THEREON, AND THE COMPANY
HAS NO KNOWLEDGE OF A TAX DEFICIENCY WHICH HAS BEEN ASSERTED OR THREATENED
AGAINST THE COMPANY OR ANY SUBSIDIARY.
(DD)
NO GENERAL SOLICITATION.
NEITHER THE COMPANY NOR ANY PERSON ACTING
ON BEHALF OF THE COMPANY HAS OFFERED OR SOLD ANY OF THE SECURITIES BY ANY FORM
OF GENERAL SOLICITATION OR GENERAL ADVERTISING.
THE COMPANY HAS OFFERED THE
SECURITIES FOR SALE ONLY TO THE PURCHASERS AND CERTAIN OTHER "ACCREDITED
INVESTORS" WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT.
(EE)
FOREIGN CORRUPT PRACTICES.
FOR PURPOSES OF THIS REPRESENTATION,
THE TERM "COMPANY" SHALL INCLUDE ALL OF ITS SUBSIDIARIES.
NEITHER THE COMPANY,
NOR TO THE KNOWLEDGE OF THE COMPANY, ANY AGENT OR OTHER PERSON ACTING ON BEHALF
OF THE COMPANY, HAS (I) DIRECTLY OR INDIRECTLY, USED ANY CORRUPT FUNDS FOR
UNLAWFUL CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATED
TO FOREIGN OR DOMESTIC POLITICAL ACTIVITY, (II) MADE ANY UNLAWFUL PAYMENT TO
FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS OR EMPLOYEES OR TO ANY FOREIGN OR
DOMESTIC POLITICAL PARTIES OR CAMPAIGNS FROM CORPORATE FUNDS, (III) FAILED TO
DISCLOSE FULLY ANY CONTRIBUTION MADE BY THE COMPANY (OR MADE BY ANY PERSON
ACTING ON ITS BEHALF OF WHICH THE COMPANY IS AWARE) WHICH IS
IN VIOLATION OF
LAW, OR (IV) VIOLATED IN ANY MATERIAL RESPECT ANY PROVISION OF THE FOREIGN
CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
(FF)
SENIORITY.
AS OF THE CLOSING DATE, NO INDEBTEDNESS, EQUITY OR
OTHER SECURITY
OF THE COMPANY IS SENIOR TO, OR PARI PASSU WITH, THE NOTES IN
RIGHT OF PAYMENT, WHETHER WITH RESPECT TO INTEREST OR UPON LIQUIDATION OR
DISSOLUTION, OR OTHERWISE, OTHER THAN INDEBTEDNESS IN FAVOR OF THE PURCHASERS
PURSUANT TO THE NOTES.
(GG)
NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS.
THERE ARE NO
DISAGREEMENTS OF ANY KIND PRESENTLY EXISTING, OR REASONABLY ANTICIPATED BY THE
COMPANY OR ANY SUBSIDIARY TO ARISE, BETWEEN THE ACCOUNTANTS AND LAWYERS FORMERLY
OR PRESENTLY EMPLOYED BY THE COMPANY OR ANY SUBSIDIARY AND THE COMPANY AND EACH
SUBSIDIARY IS CURRENT WITH RESPECT TO ANY FEES OWED TO ITS ACCOUNTANTS AND
LAWYERS.
BY MAKING THIS REPRESENTATION, EACH OF THE COMPANY AND ITS
SUBSIDIARIES DOES NOT, IN ANY MANNER, WAIVE THE ATTORNEY/CLIENT PRIVILEGE OR THE
CONFIDENTIALITY OF THE COMMUNICATIONS BETWEEN THE COMPANY AND ITS SUBSIDIARIES
AND ITS LAWYERS.
(HH)
ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF SECURITIES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE PURCHASERS IS ACTING SOLELY IN
THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY.
THE COMPANY FURTHER
ACKNOWLEDGES THAT NO PURCHASER IS ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY OF
THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND ANY ADVICE GIVEN BY ANY PURCHASER OR ANY OF
THEIR RESPECTIVE REPRESENTATIVES OR AGENTS IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY IS MERELY INCIDENTAL TO THE PURCHASER'S
PURCHASE OF THE SECURITIES.
THE COMPANY FURTHER REPRESENTS TO THE PURCHASERS
THAT THE COMPANY'S DECISION