RELATING TO OR THAT CONTAINS
THE TERMS OF THE SECURITIES AND/OR OTHER INFORMATION THAT WAS INCLUDED
(INCLUDING THROUGH INCORPORATION BY REFERENCE) IN THE PRELIMINARY OFFERING
MEMORANDUM OR THE OFFERING MEMORANDUM.
6.
CONDITIONS OF INITIAL PURCHASERS'
OBLIGATIONS.
THE OBLIGATION OF EACH INITIAL PURCHASER TO PURCHASE SECURITIES ON
THE CLOSING DATE AS PROVIDED HEREIN IS SUBJECT TO THE PERFORMANCE BY THE COMPANY
OF ITS COVENANTS AND OTHER OBLIGATIONS HEREUNDER AND TO THE FOLLOWING ADDITIONAL
CONDITIONS:
(A)
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED HEREIN SHALL BE TRUE AND
CORRECT ON THE DATE HEREOF AND ON AND AS OF THE CLOSING DATE; AND THE STATEMENTS
OF THE COMPANY AND ITS OFFICERS MADE IN ANY CERTIFICATES DELIVERED PURSUANT TO
THIS AGREEMENT SHALL BE TRUE AND CORRECT ON AND AS OF THE CLOSING DATE.
(B)
NO DOWNGRADE.
SUBSEQUENT TO THE EARLIER OF
(A) THE TIME OF SALE AND (B) THE EXECUTION AND DELIVERY OF THIS AGREEMENT, (I)
NO DOWNGRADING SHALL HAVE OCCURRED IN THE RATING ACCORDED THE SECURITIES OR ANY
OTHER DEBT SECURITIES ISSUED OR GUARANTEED BY THE COMPANY BY ANY "NATIONALLY
RECOGNIZED STATISTICAL RATING ORGANIZATION", AS SUCH TERM IS DEFINED BY THE
COMMISSION FOR PURPOSES OF RULE 436(G)(2) UNDER THE SECURITIES ACT; AND (II) NO
SUCH ORGANIZATION SHALL HAVE PUBLICLY ANNOUNCED THAT IT HAS UNDER SURVEILLANCE
OR REVIEW, OR HAS CHANGED ITS OUTLOOK WITH RESPECT TO, ITS RATING OF THE
SECURITIES OR OF ANY OTHER DEBT SECURITIES ISSUED OR GUARANTEED BY THE COMPANY
(OTHER THAN AN ANNOUNCEMENT WITH POSITIVE IMPLICATIONS OF A POSSIBLE UPGRADING).
(C)
NO MATERIAL ADVERSE CHANGE.
NO EVENT OR
CONDITION OF A TYPE DESCRIBED IN SECTION 3(E) HEREOF SHALL HAVE OCCURRED OR
SHALL EXIST, WHICH EVENT OR CONDITION IS NOT DESCRIBED IN EACH OF THE TIME OF
SALE INFORMATION (EXCLUDING ANY AMENDMENT OR SUPPLEMENT THERETO) AND THE
OFFERING MEMORANDUM (EXCLUDING ANY AMENDMENT OR SUPPLEMENT THERETO) THE EFFECT
OF WHICH IN THE JUDGMENT OF THE REPRESENTATIVE MAKES IT IMPRACTICABLE OR
INADVISABLE TO PROCEED WITH THE OFFERING, SALE OR DELIVERY OF THE SECURITIES ON
THE TERMS AND IN THE MANNER CONTEMPLATED BY THIS AGREEMENT, THE TIME OF SALE
INFORMATION AND THE OFFERING MEMORANDUM.
(D)
OFFICER'S CERTIFICATE.
THE REPRESENTATIVE
SHALL HAVE RECEIVED ON AND AS OF THE CLOSING DATE A CERTIFICATE OF AN EXECUTIVE
OFFICER OF THE COMPANY WHO HAS SPECIFIC KNOWLEDGE OF THE COMPANY'S FINANCIAL
MATTERS AND IS SATISFACTORY TO THE REPRESENTATIVE (I) CONFIRMING THAT SUCH
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OFFICER HAS CAREFULLY REVIEWED THE TIME OF SALE INFORMATION AND THE OFFERING
MEMORANDUM AND, TO THE BEST KNOWLEDGE OF SUCH OFFICER, THE REPRESENTATIONS SET
FORTH IN SECTIONS 3(A) AND 3(B) HEREOF ARE TRUE AND CORRECT, (II) CONFIRMING
THAT THE OTHER REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN THIS AGREEMENT
ARE TRUE AND CORRECT AND THAT THE COMPANY HAS COMPLIED WITH ALL AGREEMENTS AND
SATISFIED ALL CONDITIONS ON ITS PART TO BE PERFORMED OR SATISFIED HEREUNDER AT
OR PRIOR TO THE CLOSING DATE AND (III) TO THE EFFECT SET FORTH IN PARAGRAPHS (B)
AND (C) ABOVE.
(E)
COMFORT LETTERS.
ON THE DATE