THE COMPANY AND ANY PERSON GRANTING SUCH PERSON THE RIGHT TO REQUIRE THE
COMPANY TO FILE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT
TO ANY SECURITIES OF THE COMPANY OWNED OR TO BE OWNED BY SUCH PERSON OR TO
REQUIRE THE COMPANY TO INCLUDE SUCH SECURITIES IN THE SECURITIES REGISTERED
PURSUANT TO ANY OTHER REGISTRATION STATEMENT FILED BY THE COMPANY UNDER THE
SECURITIES ACT.
(V)
NEITHER THE COMPANY NOR ANY OTHER PERSON ACTING ON BEHALF OF THE
COMPANY HAS SOLD OR ISSUED ANY SECURITIES THAT WOULD BE INTEGRATED WITH THE
OFFERING OF THE SECURITIES CONTEMPLATED BY THIS AGREEMENT PURSUANT TO THE
SECURITIES ACT, THE RULES AND REGULATIONS THEREUNDER OR THE INTERPRETATIONS
THEREOF BY THE COMMISSION. THE COMPANY WILL TAKE REASONABLE PRECAUTIONS DESIGNED
TO INSURE THAT ANY OFFER OR SALE, DIRECT OR INDIRECT, IN THE UNITED STATES OR TO
ANY U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT), OF ANY
SECURITIES OR ANY SUBSTANTIALLY SIMILAR SECURITY ISSUED BY THE COMPANY, WITHIN
SIX MONTHS SUBSEQUENT TO THE DATE ON WHICH THE DISTRIBUTION OF THE SECURITIES
HAS BEEN COMPLETED (AS NOTIFIED TO THE COMPANY BY THE INITIAL PURCHASERS), IS
MADE UNDER RESTRICTIONS AND OTHER CIRCUMSTANCES REASONABLY DESIGNED NOT TO
AFFECT THE STATUS OF THE OFFER AND SALE OF THE SECURITIES IN THE UNITED STATES
AND TO U.S. PERSONS CONTEMPLATED BY THIS AGREEMENT AS TRANSACTIONS EXEMPT FROM
THE REGISTRATION
8
PROVISIONS OF THE SECURITIES ACT, INCLUDING ANY SALES PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT.
(W)
EXCEPT AS DESCRIBED IN THE EACH OF THE PRICING DISCLOSURE PACKAGE
AND THE OFFERING MEMORANDUM, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS
SUSTAINED, SINCE THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS INCLUDED IN
THE PRICING DISCLOSURE PACKAGE, ANY LOSS OR INTERFERENCE WITH ITS BUSINESS FROM
FIRE, EXPLOSION, FLOOD OR OTHER CALAMITY, WHETHER OR NOT COVERED BY INSURANCE,
OR FROM ANY LABOR DISPUTE OR COURT OR GOVERNMENTAL ACTION, ORDER OR DECREE, AND,
SINCE SUCH DATE, THERE HAS NOT BEEN ANY CHANGE IN THE CAPITAL STOCK OR LONG-TERM
DEBT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY ADVERSE CHANGE, OR ANY
DEVELOPMENT INVOLVING A PROSPECTIVE ADVERSE CHANGE, IN OR AFFECTING THE
CONDITION (FINANCIAL OR OTHERWISE), RESULTS OF OPERATIONS, STOCKHOLDERS' EQUITY,
PROPERTIES, MANAGEMENT, BUSINESS OR PROSPECTS OF THE COMPANY AND ITS
SUBSIDIARIES, TAKEN AS A WHOLE, IN EACH CASE EXCEPT AS WOULD NOT, IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(X)
THE HISTORICAL FINANCIAL STATEMENTS (INCLUDING THE RELATED NOTES
AND SUPPORTING SCHEDULES) INCLUDED IN THE PRICING DISCLOSURE PACKAGE AND THE
OFFERING MEMORANDUM PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE ENTITIES PURPORTED TO BE
SHOWN THEREBY, AT THE DATES AND FOR THE PERIODS INDICATED, AND HAVE BEEN
PREPARED IN CONFORMITY WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE
UNITED STATES APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS INVOLVED.
THE OTHER FINANCIAL DATA INCLUDED IN THE OFFERING MEMORANDUM IS, IN ALL MATERIAL
RESPECTS, ACCURATELY PRESENTED AND