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 DISCLOSED IN SECTION 3(CC) TO THE
DISCLOSURE SCHEDULES, 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.
14
(DD)
FORM S-3 ELIGIBILITY.
THE COMPANY IS ELIGIBLE TO REGISTER THE
WARRANT SHARES FOR RESALE BY THE BUYERS USING FORM S-3 PROMULGATED UNDER THE
1933 ACT.
(EE)
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) OTHER
THAN THE AGENT, PAID OR AGREED TO PAY TO ANY PERSON ANY COMPENSATION FOR
SOLICITING ANOTHER TO PURCHASE ANY OTHER SECURITIES OF THE COMPANY.
(FF)
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 OR COULD REASONABLY BE EXPECTED TO
CONSTITUTE MATERIAL, NONPUBLIC INFORMATION THAT HAS NOT BEEN PREVIOUSLY
DISCLOSED PUBLICLY OR THAT WILL NOT BE DISCLOSED AS PART OF THE 8-K FILING (AS
DEFINED IN SECTION 4(I) BELOW).
THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH
OF THE BUYERS WILL RELY ON THE COMPANY'S REPRESENTATIONS IN EFFECTING
TRANSACTIONS IN SECURITIES OF THE COMPANY IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREUNDER.
ALL DISCLOSURE PROVIDED TO THE BUYERS REGARDING THE
COMPANY, ITS BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE
SCHEDULES TO THIS AGREEMENT, FURNISHED BY OR ON BEHALF OF THE COMPANY IS TRUE
AND CORRECT AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT
TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE