THE EXCHANGE ACT AND THE
RULES AND REGULATIONS THEREUNDER, SUBJECT TO THE REQUIREMENTS IN SECTION
3(A)(VI) ABOVE.
(IX)
RULE 144A INFORMATION.
THE COMPANY, IN ORDER TO RENDER THE
SECURITIES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT,
WHILE ANY OF THE SECURITIES REMAIN OUTSTANDING, WILL MAKE AVAILABLE, UPON
REQUEST, TO ANY HOLDER OF SECURITIES OR PROSPECTIVE PURCHASERS OF SECURITIES,
THE INFORMATION SPECIFIED IN RULE 144A(D)(4), UNLESS THE COMPANY FURNISHES SUCH
INFORMATION TO THE COMMISSION PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE
ACT.
(X)
RESTRICTION ON SALE OF ADDITIONAL SECURITIES.
DURING A PERIOD OF
30 DAYS FROM THE DATE OF THE OFFERING MEMORANDUM, THE COMPANY WILL NOT, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE INITIAL PURCHASERS, DIRECTLY OR INDIRECTLY,
OFFER, PLEDGE, SELL OR CONTRACT TO SELL, SELL ANY OPTION OR CONTRACT TO
PURCHASE, PURCHASE ANY OPTION OR CONTRACT TO SELL, GRANT ANY OPTION, RIGHT OR
WARRANT FOR, FILE A REGISTRATION STATEMENT FOR, OR LEND OR OTHERWISE DISPOSE OF
OR TRANSFER ANY SECURITIES OR SUBSTANTIALLY SIMILAR SECURITIES OR ANY SECURITIES
THAT ARE CONVERTIBLE INTO, OR EXERCISABLE OR EXCHANGEABLE FOR, SUCH SECURITIES.
(XI)
RESTRICTION ON REPURCHASES.
UNTIL THE EXPIRATION OF TWO YEARS
(OR SUCH SHORTER PERIOD AS MAY HEREAFTER BE REFERRED TO IN RULE 144(K) (OR
SIMILAR RULE) UNDER THE SECURITIES ACT) (THE "RESTRICTED PERIOD") AFTER THE
ORIGINAL ISSUANCE OF THE SECURITIES, THE COMPANY WILL NOT, AND WILL CAUSE ITS
AFFILIATES NOT TO, PURCHASE OR AGREE TO PURCHASE OR OTHERWISE ACQUIRE ANY
SECURITIES WHICH ARE "RESTRICTED SECURITIES" (AS SUCH TERM IS DEFINED UNDER
8
RULE 144(A)(3) UNDER THE SECURITIES ACT), WHETHER AS BENEFICIAL OWNER OR
OTHERWISE (EXCEPT AS AGENT ACTING AS A SECURITIES BROKER ON BEHALF OF AND FOR
THE ACCOUNT OF CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS IN UNSOLICITED
BROKER'S TRANSACTIONS) UNLESS, IMMEDIATELY UPON ANY SUCH PURCHASE, THE COMPANY
OR ANY AFFILIATE SHALL SUBMIT SUCH SECURITIES TO THE TRUSTEE FOR CANCELLATION
AND EACH SUCH PERSON UNDERTAKES NOT TO SELL SUCH SECURITIES UNTIL THE EXPIRATION
OF THE RESTRICTED PERIOD.
(XII)
QUALIFICATION OF SECURITIES FOR OFFER AND SALE.
THE COMPANY WILL
USE ITS BEST EFFORTS, IN COOPERATION WITH THE INITIAL PURCHASERS, TO QUALIFY THE
SECURITIES FOR OFFERING AND SALE UNDER THE APPLICABLE SECURITIES LAWS OF SUCH
JURISDICTIONS AS THE INITIAL PURCHASERS MAY DESIGNATE AND WILL MAINTAIN SUCH
QUALIFICATIONS IN EFFECT AS LONG AS REQUIRED FOR THE SALE OF THE SECURITIES;
PROVIDED THAT THE COMPANY SHALL NOT BE OBLIGATED TO FILE ANY GENERAL CONSENT TO
SERVICE OF PROCESS OR TO QUALIFY AS A FOREIGN CORPORATION OR AS A DEALER IN
SECURITIES IN ANY JURISDICTION IN WHICH IT IS NOT SO QUALIFIED OR TO SUBJECT
ITSELF TO TAXATION IN RESPECT OF DOING BUSINESS IN ANY JURISDICTION IN WHICH IT
IS NOT OTHERWISE SO SUBJECT.
(XIII)
ADDITIONAL WRITTEN COMMUNICATIONS.
BEFORE USING, AUTHORIZING,
APPROVING OR REFERRING TO ANY WRITTEN COMMUNICATION THAT CONSTITUTES AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES (AN "ISSUER WRITTEN
COMMUNICATION") (OTHER THAN WRITTEN COMMUNICATIONS THAT ARE LISTED ON SCHEDULE
A-1 HERETO