THE PRICING DISCLOSURE PACKAGE AND THE
OFFERING MEMORANDUM, THERE ARE NO CONTRACTS, AGREEMENTS OR UNDERSTANDINGS
BETWEEN 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 (OTHER THAN THE REGISTRATION RIGHTS AGREEMENT)
OWNED OR TO BE OWNED BY SUCH PERSON OR TO REQUIRE THE COMPANY TO INCLUDE SUCH
SECURITIES IN THE SECURITIES REGISTERED PURSUANT TO THE REGISTRATION RIGHTS
AGREEMENT OR IN ANY SECURITIES BEING REGISTERED PURSUANT TO ANY OTHER
REGISTRATION STATEMENT FILED BY THE COMPANY UNDER THE SECURITIES ACT.
(U)
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 PROVISIONS OF THE SECURITIES ACT, INCLUDING ANY SALES PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT.
8
(V)
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 TOTAL CURRENT ASSETS,
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.
(W)
THE HISTORICAL FINANCIAL STATEMENTS (INCLUDING THE RELATED NOTES
AND SUPPORTING SCHEDULES) INCLUDED OR INCORPORATED BY REFERENCE 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,