IN CONNECTION WITH THIS TRANSACTION (INCLUDING THE EXISTENCE AND TERMS OF
THIS TRANSACTION).
SUCH INVESTOR UNDERSTANDS AND ACKNOWLEDGES, THAT THE
COMMISSION CURRENTLY TAKES
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the position that coverage of Short Sales "against the box" prior to the
Effective Date of the Registration Statement is a violation of Section 5 of the
Securities Act, as set forth in Item 65, Section A, of the Manual of Publicly
Available Telephone Interpretations, dated July 1997, compiled by the Office of
Chief Counsel, Division of Corporation Finance.
(G)
INDEPENDENT INVESTMENT DECISION.
SUCH INVESTOR HAS INDEPENDENTLY
EVALUATED THE MERITS OF ITS DECISION TO PURCHASE SECURITIES PURSUANT TO THE
TRANSACTION DOCUMENTS, AND SUCH INVESTOR CONFIRMS THAT IT HAS NOT RELIED ON THE
ADVICE OF ANY OTHER INVESTOR'S BUSINESS AND/OR LEGAL COUNSEL IN MAKING SUCH
DECISION.
SUCH INVESTOR HAS NOT RELIED ON THE BUSINESS OR LEGAL ADVICE OF THE
COMPANY OR ANY OF ITS AGENTS, COUNSEL OR AFFILIATES IN MAKING ITS INVESTMENT
DECISION HEREUNDER, AND CONFIRMS THAT NONE OF SUCH PERSONS HAS MADE ANY
REPRESENTATIONS OR WARRANTIES TO SUCH INVESTOR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
(H)
[RESERVED]
THE COMPANY ACKNOWLEDGES AND AGREES THAT NO INVESTOR HAS MADE OR MAKES ANY
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS SECTION 3.2.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
SECTION 4.1
(A)
SECURITIES MAY ONLY BE DISPOSED OF IN
COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY
TRANSFER OF THE SECURITIES OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT, TO THE COMPANY, TO AN AFFILIATE OF AN INVESTOR OR IN CONNECTION WITH
A PLEDGE AS CONTEMPLATED IN SECTION 4.1(B), THE COMPANY MAY REQUIRE THE
TRANSFEROR THEREOF TO PROVIDE TO THE COMPANY AN OPINION OF COUNSEL SELECTED BY
THE TRANSFEROR, THE FORM AND SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE
REGISTRATION OF SUCH TRANSFERRED SECURITIES UNDER THE SECURITIES ACT.
(B)
CERTIFICATES EVIDENCING THE SECURITIES WILL CONTAIN THE FOLLOWING
LEGEND, UNTIL SUCH TIME AS THEY ARE NOT REQUIRED UNDER SECTION 4.1(C):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
15
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THESE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH
SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT AN INVESTOR MAY FROM TIME TO TIME
PLEDGE, AND/OR GRANT A SECURITY INTEREST