sale of the Original Notes other than the
Preliminary Offering Memorandum and the Offering Memorandum.
(t)
during the period of two years after the Closing Date or, if
earlier, until such time as the Original Notes are no longer restricted
securities (as defined in Rule 144 under the Act), not to be or become a
closed-end investment company required to be registered, but not registered,
under the Investment Company Act of 1940.
(u)
in connection with the offering, until the Initial Purchasers
shall have notified the Company of the completion of the resale of the Notes,
not to, and not to permit any of their affiliates (as such term is defined in
Rule 501(b) of Regulation D under the Act) to, either alone or with one or more
other persons, bid for or purchase for any account in which they or any of their
affiliates have a beneficial interest any Notes; and none of the Issuers nor any
of their affiliates will make bids or purchases for the purpose of creating
actual, or apparent, active trading in, or of raising the price of, the Notes.
7
5.
REPRESENTATIONS AND WARRANTIES.
(A)
THE ISSUERS, JOINTLY AND
SEVERALLY, REPRESENT AND WARRANT TO THE INITIAL PURCHASERS THAT:
(I)
EACH OF THE PRELIMINARY OFFERING MEMORANDUM AND THE OFFERING
MEMORANDUM HAS BEEN PREPARED FOR USE IN CONNECTION WITH THE EXEMPT RESALES.
NEITHER THE PRELIMINARY OFFERING MEMORANDUM NOR THE OFFERING MEMORANDUM AS OF
ITS RESPECTIVE DATE, NOR ON THE CLOSING DATE WILL THE OFFERING MEMORANDUM,
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL
FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED, HOWEVER,
THAT THE ISSUERS MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO INFORMATION
CONTAINED IN OR OMITTED FROM THE PRELIMINARY OFFERING MEMORANDUM OR THE OFFERING
MEMORANDUM, AS SUPPLEMENTED OR AMENDED, IN RELIANCE UPON AND IN CONFORMITY WITH
THE INITIAL PURCHASERS' INFORMATION (AS DEFINED BELOW) FURNISHED TO THE COMPANY
OR ITS REPRESENTATIVES IN WRITING BY OR ON BEHALF OF THE INITIAL PURCHASERS
RELATING TO THE INITIAL PURCHASERS EXPRESSLY FOR INCLUSION IN THE PRELIMINARY
OFFERING MEMORANDUM, THE OFFERING MEMORANDUM OR ANY SUPPLEMENT OR AMENDMENT
THERETO.
NO ORDER PREVENTING THE USE OF THE PRELIMINARY OFFERING MEMORANDUM OR
THE OFFERING MEMORANDUM, OR ANY ORDER ASSERTING THAT ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT ARE SUBJECT TO THE REGISTRATION REQUIREMENTS OF
THE ACT, HAS BEEN ISSUED OR TO THE KNOWLEDGE OF THE COMPANY OR THE SUBSIDIARIES,
HAS BEEN THREATENED.
(II)
THERE ARE NO SECURITIES OF THE ISSUERS THAT ARE LISTED ON A
NATIONAL SECURITIES EXCHANGE REGISTERED UNDER SECTION 6 OF THE EXCHANGE ACT OR
THAT ARE QUOTED IN A UNITED STATES AUTOMATED INTERDEALER QUOTATION SYSTEM OF THE
SAME CLASS AS THE NOTES WITHIN THE MEANING OF RULE 144A UNDER THE ACT.
(III)
AS OF THE CLOSING DATE AND BASED ON THE ASSUMPTIONS SET FORTH IN
THE OFFERING MEMORANDUM, THE COMPANY'S AUTHORIZED CAPITALIZATION AS OF MARCH 28,
2003 IS