THE SAME CLASS AS SECURITIES LISTED ON A NATIONAL SECURITIES EXCHANGE
REGISTERED UNDER SECTION 6 OF THE EXCHANGE ACT OR QUOTED IN AN AUTOMATED
INTER-DEALER QUOTATION SYSTEM; AND EACH OF THE PRELIMINARY OFFERING MEMORANDUM
AND THE OFFERING MEMORANDUM, AS OF ITS RESPECTIVE DATE, CONTAINS OR WILL CONTAIN
ALL THE INFORMATION THAT, IF REQUESTED BY A PROSPECTIVE PURCHASER OF THE
SECURITIES, WOULD BE REQUIRED TO BE PROVIDED TO SUCH PROSPECTIVE PURCHASER
PURSUANT TO RULE 144A(D)(4) UNDER THE SECURITIES ACT OR THE COMPANY WILL PROVIDE
SUCH INFORMATION UPON REQUEST BY A PROSPECTIVE PURCHASER.
(KK)
NO INTEGRATION.
NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES (AS
DEFINED IN RULE 501(B) OF REGULATION D) HAS, DIRECTLY OR THROUGH ANY AGENT,
SOLD, OFFERED FOR SALE, SOLICITED OFFERS TO BUY OR OTHERWISE NEGOTIATED IN
RESPECT OF, ANY SECURITY (AS DEFINED IN THE SECURITIES ACT), THAT IS OR WILL BE
INTEGRATED WITH THE SALE OF THE SECURITIES IN A MANNER THAT WOULD REQUIRE
REGISTRATION OF THE SECURITIES UNDER THE SECURITIES ACT.
(LL)
NO GENERAL SOLICITATION OR DIRECTED SELLING EFFORTS.
NONE OF THE
COMPANY OR ANY OF ITS AFFILIATES OR ANY OTHER PERSON ACTING ON ITS OR THEIR
BEHALF (OTHER THAN THE INITIAL PURCHASERS, AS TO WHICH NO REPRESENTATION IS
MADE) HAS (I) SOLICITED OFFERS FOR, OR OFFERED OR SOLD, THE SECURITIES BY MEANS
OF ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE MEANING OF
RULE 502(C) OF REGULATION D OR IN ANY MANNER INVOLVING A PUBLIC OFFERING WITHIN
THE MEANING OF SECTION 4(2) OF THE SECURITIES ACT OR (II) ENGAGED IN ANY
DIRECTED SELLING EFFORTS WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT ("REGULATION S"), AND ALL SUCH PERSONS HAVE COMPLIED WITH THE OFFERING
RESTRICTIONS REQUIREMENT OF REGULATION S.
(MM)
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,
13
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.
(NN)
NO STABILIZATION.
NEITHER THE COMPANY NOR ANY OF THE GUARANTORS
HAS 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.
(OO)
MARGIN RULES.
NEITHER THE ISSUANCE, SALE AND DELIVERY OF THE
SECURITIES NOR THE APPLICATION OF THE PROCEEDS THEREOF BY THE COMPANY AS
DESCRIBED IN EACH OF THE TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM
WILL VIOLATE REGULATION T, U OR X OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM OR ANY OTHER REGULATION OF SUCH BOARD OF GOVERNORS.
(PP)
FORWARD-LOOKING STATEMENTS.
NO FORWARD-LOOKING STATEMENT (WITHIN
THE MEANING OF SECTION