COMPANY NOR ANY OF
ITS SUBSIDIARIES IS IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BY-LAWS
OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATION,
COVENANT OR CONDITION CONTAINED IN ANY INDENTURE, MORTGAGE, DEED OF TRUST, LOAN
AGREEMENT, LEASE OR OTHER AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR BY
WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUND.
4
(XIII)
INVESTMENT COMPANY ACT.
THE COMPANY IS NOT, AND AFTER GIVING
EFFECT TO THE OFFERING AND SALE OF THE SECURITIES AS DESCRIBED IN THE OFFERING
MEMORANDUM AND THE APPLICATION OF THE PROCEEDS THEREOF WILL NOT BE, AN
"INVESTMENT COMPANY" AS SUCH TERM IS DEFINED IN THE INVESTMENT COMPANY ACT.
(XIV)
RULE 144A ELIGIBILITY.
THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A AND WILL NOT BE, AT THE CLOSING DATE, OF THE SAME CLASS AS
SECURITIES LISTED ON A NATIONAL SECURITIES EXCHANGE REGISTERED UNDER SECTION 6
OF THE EXCHANGE ACT, OR QUOTED IN A U.S. AUTOMATED INTERDEALER QUOTATION SYSTEM.
(XV)
NO REGISTRATION REQUIRED.
SUBJECT TO COMPLIANCE BY THE INITIAL
PURCHASERS WITH THE REPRESENTATIONS AND WARRANTIES AND PROCEDURES SET FORTH IN
SECTION 6 HEREOF, IT IS NOT NECESSARY IN CONNECTION WITH THE OFFER, SALE AND
DELIVERY OF THE SECURITIES TO THE INITIAL PURCHASERS OR IN CONNECTION WITH THE
INITIAL RESALE OF SUCH SECURITIES BY THE INITIAL PURCHASERS TO EACH SUBSEQUENT
PURCHASER ("SUBSEQUENT PURCHASER") IN THE MANNER CONTEMPLATED BY THIS AGREEMENT
OR AS DESCRIBED IN THE OFFERING MEMORANDUM, TO REGISTER THE SECURITIES UNDER THE
SECURITIES ACT.
(XVI)
NO GENERAL SOLICITATION.
NEITHER THE COMPANY NOR ANY OF ITS
AFFILIATES, AS SUCH TERM IS DEFINED IN RULE 501(B) UNDER THE SECURITIES ACT
("AFFILIATES"), OR ANY PERSON ACTING ON ITS OR ANY OF THEIR BEHALF (OTHER THAN
THE INITIAL PURCHASERS, AS TO WHICH THE COMPANY MAKES NO REPRESENTATION) HAS
ENGAGED OR WILL ENGAGE, IN CONNECTION WITH THE OFFERING OF THE SECURITIES, IN
ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE MEANING OF
RULE 502(C) OF THE SECURITIES ACT.
(XVII)
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 OR SELL
OR OFFER TO SELL OR OTHERWISE NEGOTIATE IN RESPECT OF, ANY SECURITY WHICH IS OR
WOULD BE INTEGRATED WITH THE SALE OF THE SECURITIES IN A MANNER THAT WOULD
REQUIRE ANY OF THE SECURITIES TO BE REGISTERED UNDER THE SECURITIES ACT.
(XVIII)
DESCRIPTION OF SECURITIES AND DISTRIBUTION.
THE STATEMENTS SET
FORTH IN THE OFFERING MEMORANDUM UNDER THE CAPTIONS "DESCRIPTION OF THE JUNIOR
SUBORDINATED DEBENTURES" AND "DESCRIPTION OF THE REPLACEMENT CAPITAL COVENANT",
INSOFAR AS THEY PURPORT TO CONSTITUTE A SUMMARY OF THE TERMS OF THE SECURITIES,
THE CONTRIBUTION AGREEMENT AND THE REPLACEMENT CAPITAL COVENANT AND UNDER THE
CAPTION "PLAN OF DISTRIBUTION", INSOFAR AS THEY PURPORT TO DESCRIBE THE
PROVISIONS OF THE LAWS AND DOCUMENTS REFERRED TO THEREIN, ARE ACCURATE, COMPLETE
AND FAIR.
(XIX)
ADDITIONAL WRITTEN COMMUNICATIONS.
OTHER THAN