CERTIFICATE OR CERTIFICATES AS DEALER SHALL
REASONABLY REQUEST.
(IV)
ISSUER IS NOT ENTERING INTO THIS CONFIRMATION
TO CREATE ACTUAL OR APPARENT TRADING ACTIVITY IN THE SHARES (OR ANY SECURITY
CONVERTIBLE INTO OR EXCHANGEABLE FOR SHARES) OR TO RAISE OR DEPRESS OR OTHERWISE
MANIPULATE THE PRICE OF THE SHARES (OR ANY SECURITY CONVERTIBLE INTO OR
EXCHANGEABLE FOR SHARES) OR OTHERWISE IN VIOLATION OF THE EXCHANGE ACT.
(V)
ISSUER IS NOT, AND AFTER GIVING EFFECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT BE, AN "INVESTMENT COMPANY" AS
SUCH TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(VI)
ON THE TRADE DATE (A) THE ASSETS OF ISSUER AT
THEIR FAIR VALUATION EXCEED THE LIABILITIES OF ISSUER, INCLUDING CONTINGENT
LIABILITIES, (B) THE CAPITAL OF ISSUER IS ADEQUATE TO CONDUCT THE BUSINESS OF
ISSUER AND (C) ISSUER HAS THE ABILITY TO PAY ITS DEBTS AND OBLIGATIONS AS SUCH
DEBTS MATURE AND DOES NOT INTEND TO, OR DOES NOT BELIEVE THAT IT WILL, INCUR
DEBT BEYOND ITS ABILITY TO PAY AS SUCH DEBTS MATURE.
(VII)
ISSUER SHALL NOT TAKE ANY ACTION TO DECREASE THE
NUMBER OF AVAILABLE SHARES BELOW THE CAPPED NUMBER (EACH AS DEFINED BELOW).
(VIII)
THE REPRESENTATIONS AND WARRANTIES OF ISSUER SET
FORTH IN SECTION 3 OF THE AGREEMENT AND SECTION 3 OF THE UNDERWRITING AGREEMENT
DATED THE TRADE DATE BETWEEN ISSUER AND UBS SECURITIES LLC ARE TRUE AND CORRECT
AND ARE HEREBY DEEMED TO BE REPEATED TO DEALER AS IF SET FORTH HEREIN.
(IX)
ISSUER UNDERSTANDS NO OBLIGATIONS OF DEALER
TO IT HEREUNDER WILL BE ENTITLED TO THE BENEFIT OF DEPOSIT INSURANCE AND THAT
SUCH OBLIGATIONS WILL NOT BE GUARANTEED BY ANY AFFILIATE OF DEALER OR ANY
GOVERNMENTAL AGENCY.
(B)
EACH OF BUYER AND ISSUER AGREES AND
REPRESENTS THAT IT IS AN "ELIGIBLE CONTRACT PARTICIPANT" AS DEFINED IN SECTION
1A(12) OF THE U.S. COMMODITY EXCHANGE ACT, AS AMENDED.
(C)
EACH OF DEALER AND ISSUER ACKNOWLEDGES THAT
THE OFFER AND SALE OF THE TRANSACTION TO IT IS INTENDED TO BE EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT BY VIRTUE OF SECTION 4(2) THEREOF.
ACCORDINGLY, DEALER REPRESENTS AND WARRANTS TO ISSUER THAT (I) IT HAS THE
FINANCIAL ABILITY TO BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE TRANSACTION
AND IS ABLE TO BEAR A TOTAL LOSS OF ITS INVESTMENT AND ITS INVESTMENTS IN AND
LIABILITIES IN RESPECT OF THE TRANSACTION, WHICH IT UNDERSTANDS ARE NOT READILY
MARKETABLE, ARE NOT DISPROPORTIONATE TO ITS NET WORTH, AND IT IS ABLE TO BEAR
ANY LOSS IN CONNECTION WITH THE TRANSACTION, INCLUDING THE LOSS OF ITS ENTIRE
INVESTMENT IN THE TRANSACTION, (II) IT IS AN "ACCREDITED INVESTOR" AS THAT TERM
IS DEFINED IN REGULATION D AS PROMULGATED UNDER THE
8
SECURITIES ACT, (III) IT IS ENTERING INTO THE TRANSACTION FOR ITS OWN ACCOUNT
WITHOUT A VIEW TO THE DISTRIBUTION OR RESALE THEREOF, (IV) THE ASSIGNMENT,
TRANSFER OR OTHER DISPOSITION OF THE TRANSACTION HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT AND IS RESTRICTED UNDER THIS CONFIRMATION,
THE SECURITIES ACT