MEANING OF REGULATION S UNDER
THE SECURITIES ACT ("REGULATION S"), AND ALL SUCH PERSONS HAVE COMPLIED WITH THE
OFFERING RESTRICTIONS REQUIREMENT OF REGULATION S.
(DD)
SECURITIES LAW EXEMPTIONS.
ASSUMING THE ACCURACY
OF THE REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASERS CONTAINED IN
SECTION 1(B) (INCLUDING ANNEX C HERETO) AND THEIR COMPLIANCE WITH THEIR
AGREEMENTS SET FORTH THEREIN, IT IS NOT NECESSARY, IN CONNECTION WITH THE
ISSUANCE AND SALE OF THE SECURITIES TO THE INITIAL PURCHASERS AND THE OFFER,
RESALE AND DELIVERY OF THE SECURITIES BY THE INITIAL PURCHASERS IN THE MANNER
CONTEMPLATED BY THIS AGREEMENT, THE TIME OF SALE INFORMATION AND THE OFFERING
MEMORANDUM, TO REGISTER THE SECURITIES UNDER THE SECURITIES ACT OR TO QUALIFY
THE INDENTURE UNDER THE TRUST INDENTURE ACT.
(EE)
NO STABILIZATION.
THE COMPANY HAS NOT TAKEN,
DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO OR THAT COULD REASONABLY BE
EXPECTED TO CAUSE OR RESULT IN ANY STABILIZATION OR MANIPULATION OF THE PRICE OF
THE SECURITIES.
(FF)
FORWARD-LOOKING STATEMENTS.
NO
FORWARD-LOOKING STATEMENT (WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT AND SECTION 21E OF THE EXCHANGE ACT) CONTAINED IN ANY OF THE TIME OF SALE
INFORMATION OR THE OFFERING MEMORANDUM HAS BEEN MADE OR REAFFIRMED WITHOUT A
REASONABLE BASIS OR HAS BEEN DISCLOSED OTHER THAN IN GOOD FAITH.
10
(GG)
SARBANES-OXLEY ACT.
THERE IS AND HAS BEEN NO
FAILURE ON THE PART OF THE COMPANY OR ANY OF THE COMPANY'S DIRECTORS OR
OFFICERS, IN THEIR CAPACITIES AS SUCH, TO COMPLY WITH ANY PROVISION OF THE
SARBANES-OXLEY ACT OF 2002 AND THE RULES AND REGULATIONS PROMULGATED IN
CONNECTION THEREWITH (THE "SARBANES-OXLEY ACT"), INCLUDING SECTION 402 RELATED
TO LOANS AND SECTIONS 302 AND 906 RELATED TO CERTIFICATIONS.
4.
FURTHER AGREEMENTS OF THE COMPANY.
THE
COMPANY COVENANTS AND AGREES WITH EACH INITIAL PURCHASER THAT:
(A)
DELIVERY OF COPIES.
THE COMPANY WILL
DELIVER, WITHOUT CHARGE, TO THE INITIAL PURCHASERS AS MANY COPIES OF THE
PRELIMINARY OFFERING MEMORANDUM, ANY OTHER TIME OF SALE INFORMATION, ANY ISSUER
WRITTEN COMMUNICATION AND THE OFFERING MEMORANDUM (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AS THE REPRESENTATIVE MAY REASONABLY REQUEST.
(B)
OFFERING MEMORANDUM, AMENDMENTS OR
SUPPLEMENTS.
AT ANY TIME PRIOR TO THE LATER OF THE CLOSING DATE AND THE
COMPLETION OF THE RESALE OFFERING (THE "COVENANT PERIOD"), BEFORE FINALIZING THE
OFFERING MEMORANDUM OR MAKING OR DISTRIBUTING ANY AMENDMENT OR SUPPLEMENT TO ANY
OF THE TIME OF SALE INFORMATION OR THE OFFERING MEMORANDUM OR FILING WITH THE
COMMISSION ANY DOCUMENT THAT WILL BE INCORPORATED BY REFERENCE THEREIN, THE
COMPANY WILL FURNISH TO THE REPRESENTATIVE AND COUNSEL FOR THE INITIAL
PURCHASERS A COPY OF THE PROPOSED OFFERING MEMORANDUM OR SUCH AMENDMENT OR
SUPPLEMENT OR DOCUMENT TO BE INCORPORATED BY REFERENCE THEREIN FOR REVIEW, AND
WILL NOT DISTRIBUTE ANY SUCH PROPOSED OFFERING MEMORANDUM, AMENDMENT OR
SUPPLEMENT OR FILE ANY SUCH DOCUMENT WITH THE COMMISSION TO WHICH THE
REPRESENTATIVE REASONABLY OBJECTS.
(C)
ADDITIONAL WRITTEN COMMUNICATIONS.
DURING
THE COVENANT PERIOD, BEFORE MAKING, PREPARING, USING, AUTHORIZING, APPROVING OR
REFERRING TO ANY ISSUER WRITTEN COMMUNICATION, THE COMPANY WILL FURNISH TO THE
REPRESENTATIVE AND