DESCRIBES THE
RELEVANT FACTS IN REASONABLE DETAIL.
WITHOUT LIMITING THE GENERALITY OF THE
IMMEDIATELY PRECEDING SENTENCE, THE MERE LISTING (OR INCLUSION OF A COPY) OF A
DOCUMENT OR OTHER ITEM IN THE DISCLOSURE SCHEDULE SHALL NOT BE DEEMED ADEQUATE
TO DISCLOSE AN EXCEPTION TO A REPRESENTATION OR WARRANTY MADE HEREIN UNLESS THE
REPRESENTATION OR WARRANTY HAS TO DO WITH THE EXISTENCE OF THE DOCUMENT OR OTHER
ITEM ITSELF.
INFORMATION PROVIDED BY THE COMPANY IN RESPONSE TO ANY DUE
DILIGENCE QUESTIONNAIRE SHALL NOT BE DEEMED PART OF THE DISCLOSURE SCHEDULE AND
SHALL NOT BE DEEMED TO BE AN EXCEPTION TO ONE OR MORE REPRESENTATIONS OR
WARRANTIES CONTAINED IN SECTION 5 HEREOF UNLESS SUCH INFORMATION IS SPECIFICALLY
INCLUDED ON THE DISCLOSURE SCHEDULE IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 11.1.
11.2.
LEGAL EXPENSES. AT CLOSING, THE PLACEMENT AGENTS SHALL PROVIDE A
CREDIT FOR THE OFFERORS' TRANSACTION-RELATED LEGAL EXPENSES IN THE AMOUNT OF
$10,000.00.
11.3.
NON-DISCLOSURE. EXCEPT AS REQUIRED BY APPLICABLE LAW, INCLUDING
WITHOUT LIMITATION SECURITIES LAWS AND REGULATIONS PROMULGATED THEREUNDER,
(I) THE OFFERORS SHALL NOT, AND WILL CAUSE THEIR ADVISORS AND REPRESENTATIVES
NOT TO, ISSUE ANY PRESS RELEASE OR OTHER PUBLIC STATEMENT REGARDING THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OPERATIVE DOCUMENTS PRIOR TO
OR ON THE CLOSING DATE AND (II) FOLLOWING THE CLOSING DATE, THE OFFERORS SHALL
NOT INCLUDE IN ANY PRESS RELEASE, OTHER PUBLIC STATEMENT OR OTHER COMMUNICATION
REGARDING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OPERATIVE
DOCUMENTS, ANY REFERENCE TO THE PLACEMENT AGENTS, WTC, THE PURCHASER, THE TERM
"PRETS" OR ANY DERIVATIONS THEREOF, OR THE TERMS AND CONDITIONS OF THIS
AGREEMENT OR THE OPERATIVE DOCUMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY,
THE OFFERORS MAY (1) CONSULT ANY TAX ADVISOR REGARDING U.S. FEDERAL INCOME TAX
TREATMENT OR TAX STRUCTURE OF THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT
AND THE OPERATIVE DOCUMENTS AND (2) DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE U.S. FEDERAL INCOME TAX STRUCTURE (IN EACH CASE,
WITHIN THE MEANING OF TREASURY REGULATION § 1.6011-4) OF THE TRANSACTION
CONTEMPLATED UNDER THIS AGREEMENT AND THE OPERATIVE DOCUMENTS AND ALL MATERIALS
OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO YOU
RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE.
FOR THIS PURPOSE, "TAX
STRUCTURE" IS LIMITED TO ANY FACTS RELEVANT TO THE U.S. FEDERAL INCOME TAX
TREATMENT OF THE TRANSACTION AND DOES NOT INCLUDE INFORMATION RELATING TO
IDENTITY OF THE PARTIES.
11.4.
NOTICES. PRIOR TO THE CLOSING, AND THEREAFTER WITH RESPECT TO
MATTERS PERTAINING TO THIS AGREEMENT ONLY, ALL NOTICES AND OTHER COMMUNICATIONS
PROVIDED FOR OR PERMITTED HEREUNDER SHALL BE MADE IN WRITING BY HAND-DELIVERY,
FIRST-CLASS MAIL, TELEX, TELECOPIER OR OVERNIGHT AIR COURIER GUARANTEEING NEXT
DAY DELIVERY:
15
if to the Placement Agents, to:
FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee
38117
Telecopier:
901-435-4706
Telephone:
800-456-5460
Attention:
James D. Wingett
and
Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York
10019
Telecopier:
212-403-2000
Telephone:
212-403-1004
Attention:
Mitchell Kleinman, General Counsel
with