ACT
OF 2002 AND THE RULES AND REGULATIONS PROMULGATED IN CONNECTION THEREWITH,
INCLUDING SECTION 402 RELATED TO LOANS AND SECTIONS 302 AND 906 RELATED TO
CERTIFICATIONS.
(DD)
THE COMPANY ACKNOWLEDGES THAT THE REPRESENTATIONS, WARRANTIES,
ACKNOWLEDGEMENTS AND AGREEMENTS CONTAINED HEREIN ARE MADE BY THE COMPANY WITH
THE INTENT THAT THEY MAY BE RELIED UPON BY HOCHSCHILD IN DECIDING TO SUBSCRIBE
FOR THE PURCHASED SHARES.
THE COMPANY FURTHER AGREES THAT IT SHALL REPRESENT
AND WARRANT THAT EXCEPT AS SET FORTH IN SUCH REPRESENTATION OR WARRANTY, THE
FOREGOING REPRESENTATIONS AND WARRANTIES WILL BE TRUE AND CORRECT AS AT EACH
CLOSING DATE WITH THE SAME FORCE AND EFFECT AS IF THEY HAD BEEN MADE BY THE
COMPANY AT THE CLOSING DATE AND THAT THEY SHALL SURVIVE THE PURCHASE BY
HOCHSCHILD OF THE PURCHASED SHARES. THE COMPANY UNDERTAKES TO NOTIFY HOCHSCHILD
IMMEDIATELY OF ANY CHANGE IN ANY REPRESENTATION, WARRANTY OR OTHER INFORMATION
RELATING TO THE COMPANY SET FORTH HEREIN WHICH TAKES PLACE PRIOR TO EACH CLOSING
DATE. FOR GREATER CERTAINTY, THE COMPANY ACKNOWLEDGES THAT HOCHSCHILD IS RELYING
UPON THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN ENTERING INTO THIS
AGREEMENT AND CONFIRMS THAT NO INVESTIGATION MADE BY HOCHSCHILD OR ITS
REPRESENTATIVES WILL AFFECT HOCHSCHILD'S RIGHT TO RELY ON ANY SUCH
REPRESENTATION AND WARRANTY MADE BY THE COMPANY IN THIS AGREEMENT.
ARTICLE 6
ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS
AND WARRANTIES OF HOCHSCHILD
6.1
ACKNOWLEDGEMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS OF HOCHSCHILD
Hochschild hereby represents and warrants to, and covenants with, the Company as
follows and acknowledges that the Company is relying on such representations and
warranties in connection with the transactions contemplated herein:
(A)
HOCHSCHILD CERTIFIES THAT IT IS RESIDENT IN THE JURISDICTION SET
OUT ON THE SIGNATURE PAGE OF THIS AGREEMENT.
SUCH ADDRESS WAS NOT CREATED AND
IS NOT USED SOLELY FOR THE PURPOSE OF ACQUIRING THE SHARES AND HOCHSCHILD WAS
SOLICITED TO PURCHASE IN SUCH JURISDICTION;
(B)
HOCHSCHILD IS NOT A U.S. PERSON (AS DEFINED IN RULE 902(K) OF
REGULATION S UNDER THE SECURITIES ACT);
16
(C)
HOCHSCHILD IS SUBSCRIBING FOR THE PURCHASED SHARES FOR ITS OWN
ACCOUNT AND NOT FOR THE ACCOUNT OF A U.S. PERSON OR FOR RESALE IN THE UNITED
STATES AND HOCHSCHILD CONFIRMS THAT THE PURCHASED SHARES HAVE NOT BEEN OFFERED
TO HOCHSCHILD IN THE UNITED STATES AND THAT THIS AGREEMENT HAS NOT BEEN SIGNED
IN THE UNITED STATES;
(D)
HOCHSCHILD ACKNOWLEDGES THAT THE PURCHASED SHARES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE
SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND FURTHER AGREES THAT HEDGING
TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT;
(E)
HOCHSCHILD UNDERSTANDS THAT THE COMPANY IS THE SELLER OF THE
PURCHASED SHARES AND THAT, FOR PURPOSES OF REGULATION S, A "DISTRIBUTOR" IS ANY
UNDERWRITER, DEALER OR OTHER PERSON WHO PARTICIPATES, PURSUANT TO A CONTRACTUAL
ARRANGEMENT, IN THE