PLACEMENT AGENTS.
(VII)
TO RETAIN IN ACCORDANCE WITH THE RULES AND REGULATIONS ALL ISSUER
FREE WRITING PROSPECTUSES NOT REQUIRED TO BE FILED PURSUANT TO THE RULES AND
REGULATIONS; AND IF AT ANY TIME AFTER THE DATE HEREOF ANY EVENTS SHALL HAVE
OCCURRED AS A RESULT OF WHICH ANY ISSUER FREE WRITING PROSPECTUS, AS THEN
AMENDED OR SUPPLEMENTED, WOULD CONFLICT WITH THE INFORMATION IN THE REGISTRATION
STATEMENT, THE MOST RECENT PRELIMINARY PROSPECTUS OR THE PROSPECTUS OR WOULD
INCLUDE AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL
FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, OR, IF FOR ANY OTHER
REASON IT SHALL BE NECESSARY TO AMEND OR SUPPLEMENT ANY ISSUER FREE WRITING
PROSPECTUS, TO NOTIFY THE PLACEMENT AGENTS AND, UPON THEIR REQUEST, TO FILE SUCH
DOCUMENT AND TO PREPARE AND FURNISH WITHOUT CHARGE TO THE PLACEMENT AGENTS AS
MANY COPIES AS THE PLACEMENT AGENTS MAY FROM TIME TO TIME REASONABLY REQUEST OF
AN AMENDED OR SUPPLEMENTED ISSUER FREE WRITING PROSPECTUS THAT WILL CORRECT SUCH
CONFLICT, STATEMENT OR OMISSION OR EFFECT SUCH COMPLIANCE;
(VIII)
TO MAKE GENERALLY AVAILABLE TO THE COMPANY'S SECURITY HOLDERS AND
TO YOU AS SOON AS PRACTICABLE AN EARNING STATEMENT OF THE COMPANY AND ITS
SUBSIDIARIES COVERING THE TWELVE-MONTH PERIOD ENDING SEPTEMBER 30, 2007 THAT
SATISFIES THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT AND THE
RULES AND REGULATIONS OF THE COMMISSION THEREUNDER;
(IX)
PROMPTLY FROM TIME TO TIME TO TAKE SUCH ACTION AS THE PLACEMENT
AGENTS MAY REASONABLY REQUEST TO QUALIFY THE SHARES FOR OFFERING AND SALE UNDER
THE SECURITIES
10
LAWS OF SUCH JURISDICTIONS AS THE PLACEMENT AGENTS MAY REQUEST AND TO COMPLY
WITH SUCH LAWS SO AS TO PERMIT THE CONTINUANCE OF SALES AND DEALINGS THEREIN IN
SUCH JURISDICTIONS FOR AS LONG AS MAY BE NECESSARY TO COMPLETE THE DISTRIBUTION
OF THE SHARES; PROVIDED THAT IN CONNECTION THEREWITH THE COMPANY SHALL NOT BE
REQUIRED TO (I) QUALIFY AS A FOREIGN CORPORATION IN ANY JURISDICTION IN WHICH IT
WOULD NOT OTHERWISE BE REQUIRED TO SO QUALIFY, (II) FILE A GENERAL CONSENT TO
SERVICE OF PROCESS IN ANY SUCH JURISDICTION OR (III) SUBJECT ITSELF TO TAXATION
IN ANY JURISDICTION IN WHICH IT WOULD NOT OTHERWISE BE SUBJECT;
(X)
DURING THE PERIOD ENDING 90 DAYS AFTER THE DATE OF THE TIME OF
SALE PROSPECTUS, NOT TO, WITHOUT THE PRIOR WRITTEN CONSENT OF LEHMAN BROTHERS
INC. ON BEHALF OF THE PLACEMENT AGENTS, (I) OFFER, PLEDGE, SELL, CONTRACT TO
SELL, SELL ANY OPTION OR CONTRACT TO PURCHASE, PURCHASE ANY OPTION OR CONTRACT
TO SELL, GRANT ANY OPTION, RIGHT OR WARRANT TO PURCHASE, LEND, OR OTHERWISE
TRANSFER OR DISPOSE OF, DIRECTLY OR INDIRECTLY, ANY SHARES OF COMMON STOCK OR
ANY SECURITIES CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE FOR COMMON STOCK
OR (II) ENTER INTO ANY SWAP OR OTHER ARRANGEMENT THAT TRANSFERS TO ANOTHER, IN
WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THE COMMON
STOCK, WHETHER ANY