EFFECT.
(EE)
FORM S-3 ELIGIBILITY.
THE COMPANY IS ELIGIBLE
TO REGISTER THE CONVERSION SHARES FOR RESALE BY THE BUYERS USING FORM S-3
PROMULGATED UNDER THE 1933 ACT.
16
(FF)
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 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.
(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)
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.
(II)
ACKNOWLEDGEMENT REGARDING BUYERS' TRADING
ACTIVITY.
IT IS UNDERSTOOD AND ACKNOWLEDGED BY THE COMPANY THAT, EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2(K) ABOVE, (I) NONE OF THE BUYERS HAVE BEEN ASKED
TO AGREE, NOR HAS ANY BUYER AGREED, 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) 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, AND (III) TO THE KNOWLEDGE OF THE COMPANY, 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, EXCEPT AS OTHERWISE PROVIDED IN
SECTION 2(K) ABOVE, 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 THE VALUE OF
THE CONVERSION SHARES ARE BEING DETERMINED AND (B) SUCH HEDGING AND/OR TRADING
ACTIVITIES, IF ANY, CAN REDUCE THE VALUE OF THE EXISTING STOCKHOLDERS' EQUITY
INTEREST IN THE COMPANY BOTH AT AND AFTER THE TIME THE HEDGING AND/OR TRADING
ACTIVITIES ARE BEING CONDUCTED.
THE COMPANY ACKNOWLEDGES THAT SUCH
AFOREMENTIONED HEDGING AND/OR TRADING ACTIVITIES DO NOT CONSTITUTE A BREACH OF
THIS AGREEMENT, THE NOTES OR ANY OF THE