OF SUCH DATE, THE
CONCLUSIONS AND FINDINGS OF SUCH FIRM WITH RESPECT TO THE FINANCIAL INFORMATION
AND OTHER MATTERS ORDINARILY COVERED BY ACCOUNTANTS' "COMFORT LETTERS" TO
UNDERWRITERS IN CONNECTION WITH REGISTERED PUBLIC OFFERINGS (THE FIRST SUCH
LETTER, THE "INITIAL COMFORT LETTER") AND (III) UPDATING THE INITIAL COMFORT
LETTER WITH ANY INFORMATION THAT WOULD HAVE BEEN INCLUDED IN THE INITIAL COMFORT
LETTER HAD IT BEEN GIVEN ON SUCH DATE AND MODIFIED AS NECESSARY TO RELATE TO THE
REGISTRATION STATEMENT AND THE PROSPECTUS, AS AMENDED AND SUPPLEMENTED TO THE
DATE OF SUCH LETTER.
20
(P)
MARKET ACTIVITIES.
THE COMPANY WILL NOT,
DIRECTLY OR INDIRECTLY, (I) TAKE ANY ACTION DESIGNED TO CAUSE OR RESULT IN, OR
THAT CONSTITUTES OR MIGHT REASONABLY BE EXPECTED TO CONSTITUTE, THE
STABILIZATION OR MANIPULATION OF THE PRICE OF ANY SECURITY OF THE COMPANY TO
FACILITATE THE SALE OR RESALE OF THE SHARES OR (II) SELL, BID FOR, OR PURCHASE
THE SHARES, OR PAY ANYONE ANY COMPENSATION FOR SOLICITING PURCHASES OF THE
SHARES OTHER THAN AGENTS.
(Q)
INVESTMENT COMPANY ACT.
THE COMPANY WILL
CONDUCT ITS AFFAIRS IN SUCH A MANNER SO AS TO REASONABLY ENSURE THAT NEITHER IT
NOR THE SUBSIDIARY WILL BE OR BECOME, AT ANY TIME PRIOR TO THE TERMINATION OF
THIS AGREEMENT, AN "INVESTMENT COMPANY," AS SUCH TERM IS DEFINED IN THE
INVESTMENT COMPANY ACT, ASSUMING NO CHANGE IN THE COMMISSION'S CURRENT
INTERPRETATION AS TO ENTITIES THAT ARE NOT CONSIDERED AN INVESTMENT COMPANY.
(R)
NO OFFER TO SELL.
OTHER THAN AN ISSUER
FREE WRITING PROSPECTUS APPROVED IN ADVANCE BY THE COMPANY AND BOTH AGENTS IN
THEIR CAPACITY AS AGENT HEREUNDER, NEITHER OF THE AGENTS NOR THE COMPANY
(INCLUDING ITS AGENTS AND REPRESENTATIVES, OTHER THAN AGENTS IN THEIR CAPACITY
AS SUCH) WILL MAKE, USE, PREPARE, AUTHORIZE, APPROVE OR REFER TO ANY WRITTEN
COMMUNICATION (AS DEFINED IN RULE 405 UNDER THE ACT), REQUIRED TO BE FILED WITH
THE COMMISSION, THAT CONSTITUTES AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO
BUY SHARES HEREUNDER.
(S)
SARBANES-OXLEY ACT.
THE COMPANY AND THE
SUBSIDIARY WILL MAINTAIN AND KEEP ACCURATE BOOKS AND RECORDS REFLECTING THEIR
ASSETS AND MAINTAIN INTERNAL ACCOUNTING CONTROLS IN A MANNER DESIGNED TO PROVIDE
REASONABLE ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING AND THE
PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL PURPOSES IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND INCLUDING THOSE POLICIES AND
PROCEDURES THAT (I) PERTAIN TO THE MAINTENANCE OF RECORDS THAT IN REASONABLE
DETAIL ACCURATELY AND FAIRLY REFLECT THE TRANSACTIONS AND DISPOSITIONS OF THE
ASSETS OF THE COMPANY, (II) PROVIDE REASONABLE ASSURANCE THAT TRANSACTIONS ARE
RECORDED AS NECESSARY TO PERMIT THE PREPARATION OF THE COMPANY'S CONSOLIDATED
FINANCIAL STATEMENTS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPALS, (III) THAT RECEIPTS AND EXPENDITURES OF THE COMPANY ARE BEING MADE
ONLY IN ACCORDANCE WITH MANAGEMENT'S AND THE COMPANY'S DIRECTORS' AUTHORIZATION,
AND (IV) PROVIDE REASONABLE ASSURANCE REGARDING PREVENTION OR TIMELY DETECTION
OF UNAUTHORIZED ACQUISITION, USE OR DISPOSITION OF THE COMPANY'S ASSETS THAT
COULD HAVE A MATERIAL EFFECT ON ITS FINANCIAL STATEMENTS.
THE COMPANY AND THE
SUBSIDIARY WILL MAINTAIN SUCH CONTROLS