LAW) TO RECEIVE
DIVIDENDS AND DISTRIBUTIONS ON, ALL CAPITAL SECURITIES OF ITS SUBSIDIARIES AS
OWNED BY THE COMPANY OR SUCH SUBSIDIARY.
(AA)
TAX STATUS.
EXCEPT AS SET FORTH IN SCHEDULE
3(AA), THE COMPANY AND EACH OF ITS SUBSIDIARIES (I) HAS MADE OR FILED ALL
FOREIGN, FEDERAL AND STATE INCOME AND ALL OTHER TAX RETURNS, REPORTS AND
DECLARATIONS REQUIRED BY ANY JURISDICTION TO WHICH IT IS SUBJECT, (II) HAS PAID
ALL TAXES AND OTHER GOVERNMENTAL ASSESSMENTS AND CHARGES THAT ARE MATERIAL IN
AMOUNT, SHOWN OR DETERMINED TO BE DUE ON SUCH RETURNS, REPORTS AND DECLARATIONS,
EXCEPT THOSE BEING CONTESTED IN GOOD FAITH AND (III) HAS SET ASIDE ON ITS BOOKS
PROVISION REASONABLY ADEQUATE FOR THE PAYMENT OF ALL TAXES FOR PERIODS
SUBSEQUENT TO THE PERIODS TO WHICH SUCH RETURNS, REPORTS OR DECLARATIONS APPLY.
THERE ARE NO UNPAID TAXES IN ANY MATERIAL AMOUNT CLAIMED TO BE DUE BY THE TAXING
AUTHORITY OF ANY JURISDICTION, AND THE OFFICERS OF THE COMPANY KNOW OF NO BASIS
FOR ANY SUCH CLAIM.
(BB)
INTERNAL ACCOUNTING CONTROLS.
THE COMPANY AND
EACH OF ITS SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS
SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS, (II)
TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND TO
MAINTAIN ASSET AND LIABILITY ACCOUNTABILITY, (III) ACCESS TO ASSETS OR
INCURRENCE OF LIABILITIES IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S
GENERAL OR SPECIFIC AUTHORIZATION AND (IV) THE RECORDED ACCOUNTABILITY FOR
ASSETS AND LIABILITIES IS COMPARED WITH THE EXISTING ASSETS AND LIABILITIES AT
REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY
DIFFERENCE.
(CC)
RANKING OF NOTES.
EXCEPT AS SET FORTH ON
SCHEDULE (CC), AND EXCEPT FOR INDEBTEDNESS RELATING TO EQUIPMENT FINANCINGS
SECURED ONLY BY FINANCED EQUIPMENT (NONE OF SUCH INDEBTEDNESS EXCEEDING $50,000
IN EACH INSTANCE OR $100,000 IN THE AGGREGATE), 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)
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
15
THE SALE OR RESALE OF ANY OF THE SECURITIES, (II) SOLD, BID FOR, PURCHASED, OR
PAID ANY COMPENSATION FOR SOLICITING PURCHASES OF, ANY OF THE SECURITIES (OTHER
THAN TO THE AGENTS), OR (III) PAID OR AGREED TO PAY TO ANY PERSON ANY
COMPENSATION FOR SOLICITING ANOTHER TO PURCHASE ANY OTHER SECURITIES OF THE
COMPANY.
(EE)
DISCLOSURE.
THE COMPANY CONFIRMS THAT NEITHER
IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF HAS PROVIDED ANY OF THE BUYERS OR
THEIR AGENTS OR COUNSEL WITH ANY INFORMATION THAT CONSTITUTES MATERIAL,
NONPUBLIC INFORMATION.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH OF THE
BUYERS WILL