CODE; OR (III) ANY
MATERIAL LIABILITY UNDER SECTION 490B OF THE CODE.
EACH "EMPLOYEE BENEFIT PLAN"
ESTABLISHED OR MAINTAINED BY THE COMPANY OR ANY OF ITS ERISA AFFILIATES THAT IS
INTENDED TO BE QUALIFIED UNDER SECTION 401 OF THE CODE IS SO QUALIFIED
8
AND NOTHING HAS OCCURRED, WHETHER BY ACTION OR FAILURE TO ACT, WHICH WOULD CAUSE
THE LOSS OF SUCH QUALIFICATION.
(XXIV)
INVESTMENT COMPANY ACT.
THE COMPANY IS NOT REQUIRED, AND UPON THE
ISSUANCE AND SALE OF THE OFFERED SECURITIES AS HEREIN CONTEMPLATED AND THE
APPLICATION OF THE NET PROCEEDS THEREFROM AS DESCRIBED IN THE OFFERING
MEMORANDUM WILL NOT BE REQUIRED, TO REGISTER AS AN "INVESTMENT COMPANY" UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT").
(XXV)
SIMILAR OFFERINGS.
NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES,
HAS, DIRECTLY OR INDIRECTLY, SOLICITED ANY OFFER TO BUY, SOLD OR OFFERED TO SELL
OR OTHERWISE NEGOTIATED IN RESPECT OF, OR WILL SOLICIT ANY OFFER TO BUY, SELL OR
OFFER TO SELL OR OTHERWISE NEGOTIATE IN RESPECT OF, IN THE UNITED STATES OR TO
ANY UNITED STATES CITIZEN OR RESIDENT, ANY SECURITY WHICH IS OR WOULD BE
INTEGRATED WITH THE SALE OF THE SECURITIES IN A MANNER THAT WOULD REQUIRE THE
OFFERED SECURITIES TO BE REGISTERED UNDER THE 1933 ACT.
(XXVI)
RULE 144A ELIGIBILITY.
THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A AND WILL NOT BE, AT CLOSING TIME, OF THE SAME CLASS AS
SECURITIES LISTED ON A NATIONAL SECURITIES EXCHANGE REGISTERED UNDER SECTION 6
OF THE 1934 ACT, OR QUOTED IN A U.S. AUTOMATED INTERDEALER QUOTATION SYSTEM.
(XXVII)
NO GENERAL SOLICITATION.
NONE OF THE COMPANY, ITS AFFILIATES OR
ANY PERSON ACTING ON ITS OR ANY OF THEIR BEHALF (OTHER THAN THE INITIAL
PURCHASERS, AS TO WHOM THE COMPANY MAKES NO REPRESENTATION) HAS ENGAGED OR WILL
ENGAGE, IN CONNECTION WITH THE OFFERING OF THE OFFERED SECURITIES, IN ANY FORM
OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE MEANING OF
RULE 502(C) UNDER THE 1933 ACT.
(XXVIII)
NO REGISTRATION REQUIRED.
SUBJECT TO COMPLIANCE BY THE INITIAL
PURCHASERS WITH THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 2 AND
THE PROCEDURES SET FORTH IN SECTION 6 HEREOF, IT IS NOT NECESSARY IN CONNECTION
WITH THE OFFER, SALE AND DELIVERY OF THE OFFERED SECURITIES TO THE INITIAL
PURCHASERS AND TO EACH SUBSEQUENT PURCHASER IN THE MANNER CONTEMPLATED BY THIS
AGREEMENT AND THE OFFERING MEMORANDUM TO REGISTER THE SECURITIES UNDER THE
1933 ACT OR TO QUALIFY THE INDENTURE UNDER THE TRUST INDENTURE ACT OF 1939, AS
AMENDED (THE "1939 ACT").
(XXIX)
NO DIRECTED SELLING EFFORTS.
WITH RESPECT TO THOSE OFFERED
SECURITIES SOLD IN RELIANCE ON REGULATION S, (A) NONE OF THE COMPANY, ITS
AFFILIATES OR ANY PERSON ACTING ON ITS OR THEIR BEHALF (OTHER THAN THE INITIAL
PURCHASERS, AS TO WHOM THE COMPANY MAKES NO REPRESENTATION) HAS ENGAGED OR WILL
ENGAGE IN ANY DIRECTED SELLING EFFORTS WITHIN THE MEANING OF REGULATION S AND
(B) EACH OF THE COMPANY AND ITS AFFILIATES AND ANY PERSON ACTING ON ITS OR THEIR