LETTER AND
(III) CONFIRMING IN ALL MATERIAL RESPECTS THE CONCLUSIONS AND FINDINGS SET FORTH
IN THE INITIAL LETTER.
(G)
EXCEPT AS DESCRIBED IN THE PRICING DISCLOSURE
PACKAGE, (I) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES SHALL HAVE
SUSTAINED, SINCE THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS INCLUDED IN
THE PRICING DISCLOSURE PACKAGE, ANY LOSS OR INTERFERENCE WITH ITS BUSINESS FROM
FIRE, EXPLOSION, FLOOD OR OTHER CALAMITY, WHETHER OR NOT COVERED BY INSURANCE,
OR FROM ANY LABOR DISPUTE OR COURT OR GOVERNMENTAL ACTION, ORDER OR DECREE OR
(II) SINCE SUCH DATE, THERE SHALL NOT HAVE BEEN ANY CHANGE IN THE CAPITAL STOCK
OR LONG-TERM DEBT OF THE COMPANY OR
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ANY OF ITS SUBSIDIARIES OR ANY CHANGE, OR ANY DEVELOPMENT INVOLVING A
PROSPECTIVE CHANGE, IN OR AFFECTING THE CONDITION (FINANCIAL OR OTHERWISE),
RESULTS OF OPERATIONS, STOCKHOLDERS' EQUITY, PROPERTIES, MANAGEMENT, BUSINESS OR
PROSPECTS OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, THE EFFECT OF
WHICH, IN ANY SUCH CASE DESCRIBED IN CLAUSE (I) OR (II), IS, INDIVIDUALLY OR IN
THE AGGREGATE, IN THE JUDGMENT OF THE REPRESENTATIVES, SO MATERIAL AND ADVERSE
AS TO MAKE IT IMPRACTICABLE OR INADVISABLE TO PROCEED WITH THE OFFERING OR THE
DELIVERY OF THE SECURITIES BEING DELIVERED ON THE CLOSING DATE ON THE TERMS AND
IN THE MANNER CONTEMPLATED IN THE OFFERING MEMORANDUM.
(H)
THE COMPANY SHALL HAVE FURNISHED OR CAUSED TO BE
FURNISHED TO THE INITIAL PURCHASERS ON THE CLOSING DATE THE FOLLOWING
CERTIFICATES:
(i)
A certificate of the chief executive
officer or chief financial officer of the Company to the effect that:
A.
THE REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY
IN SECTION 2 ARE TRUE AND CORRECT ON AND AS OF THE CLOSING DATE (EXCEPT FOR
REPRESENTATIONS AND WARRANTIES THAT SPEAK AS OF A SPECIFIC DATE WHICH ARE TRUE
AND CORRECT AS OF SUCH SPECIFIC DATE), AND THE COMPANY HAS COMPLIED WITH ALL ITS
AGREEMENTS CONTAINED HEREIN AND SATISFIED ALL THE CONDITIONS ON ITS PART TO BE
PERFORMED OR SATISFIED HEREUNDER AT OR PRIOR TO THE CLOSING DATE; AND
B.
HE HAS CAREFULLY EXAMINED THE PRICING DISCLOSURE PACKAGE AND THE
OFFERING MEMORANDUM, AND, IN HIS OPINION, (A) THE PRICING DISCLOSURE PACKAGE, AS
OF THE APPLICABLE TIME AND AS OF THE CLOSING DATE, AND THE OFFERING MEMORANDUM,
AS OF ITS DATE AND AS OF THE CLOSING DATE, DID NOT AND DO NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT AND DID NOT AND DO NOT OMIT TO STATE A MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING AND (B) SINCE THE DATE OF THE PRICING
DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM, NO EVENT HAS OCCURRED WHICH
SHOULD HAVE BEEN SET FORTH IN A SUPPLEMENT OR AMENDMENT TO THE PRICING
DISCLOSURE PACKAGE OF THE OFFERING MEMORANDUM; AND
(ii)
A certificate of the secretary of the
Company attaching true and correct copies of (x) the Certificate of
Incorporation of the Company, (y) the Bylaws of the Company and (z)