WITHIN THE MEANING
OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY
ACT").
(LL)
EXCEPT AS DISCLOSED IN THE OFFERING
MEMORANDUM (OR, IF THE OFFERING MEMORANDUM IS NOT IN EXISTENCE, THE MOST RECENT
PRELIMINARY OFFERING MEMORANDUM), NO HOLDER OF ANY RELEVANT SECURITY HAS ANY
RIGHTS TO REQUIRE REGISTRATION OF ANY RELEVANT SECURITY BY REASON OF THE
EXECUTION BY THE COMPANY OR THE GUARANTOR OF THIS AGREEMENT OR ANY OTHER
OFFERING DOCUMENT TO WHICH IT IS A PARTY OR THE CONSUMMATION BY THE COMPANY OR
THE GUARANTOR OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, OR AS PART OR
ON ACCOUNT OF, OR OTHERWISE IN CONNECTION WITH THE OFFERING AND ANY OF THE OTHER
TRANSACTIONS CONTEMPLATED BY THE OFFERING DOCUMENTS, AND ANY SUCH RIGHTS SO
DISCLOSED HAVE BEEN EFFECTIVELY WAIVED BY THE HOLDERS THEREOF, AND ANY SUCH
WAIVERS REMAIN IN FULL FORCE AND EFFECT.
(MM)
NONE OF THE COMPANY, ITS SUBSIDIARY OR THE GUARANTOR,
OR ANY OF THEIR RESPECTIVE AFFILIATES (WITHIN THE MEANING OF RULE 144 UNDER THE
ACT) HAS (I) TAKEN, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO, OR THAT
COULD REASONABLY BE EXPECTED TO, CAUSE OR RESULT IN STABILIZATION OR
MANIPULATION OF THE PRICE OF ANY SECURITY OF THE COMPANY, ITS SUBSIDIARY OR THE
GUARANTOR TO FACILITATE THE SALE OR RESALE OF THE NOTES OR (II) SINCE THE DATE
OF THE PRELIMINARY OFFERING MEMORANDUM (A) SOLD, BID FOR, PURCHASED OR PAID ANY
PERSON ANY COMPENSATION FOR SOLICITING PURCHASES OF THE NOTES OR (B) PAID OR
AGREED TO PAY TO ANY PERSON ANY COMPENSATION FOR SOLICITING ANOTHER TO PURCHASE
ANY OTHER SECURITIES OF THE COMPANY, ITS SUBSIDIARY OR THE GUARANTOR.
13
(NN)
NONE OF THE COMPANY, ITS SUBSIDIARY OR THE
GUARANTOR OR ANY OF THEIR RESPECTIVE AFFILIATES (AS DEFINED IN RULE 501(B) OF
REGULATION D UNDER THE ACT) OR REPRESENTATIVES DIRECTLY, OR THROUGH ANY AGENT
(OTHER THAN THE INITIAL PURCHASERS, AS TO WHOM THE COMPANY AND THE GUARANTOR
MAKE NO REPRESENTATION), (I) SOLD, OFFERED FOR SALE, SOLICITED OFFERS TO BUY OR
OTHERWISE NEGOTIATED IN RESPECT OF ANY "SECURITY" (AS DEFINED IN THE ACT) THAT
IS OR COULD BE INTEGRATED WITH THE SALE OF THE SECURITIES IN A MANNER THAT WOULD
REQUIRE THE REGISTRATION UNDER THE ACT OF THE SECURITIES OR (II) ENGAGED IN ANY
FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING (AS THOSE TERMS ARE USED IN
REGULATION D UNDER THE ACT) IN CONNECTION WITH THE OFFER AND SALE OF THE
SECURITIES OR IN CONNECTION WITH EXEMPT RESALES OF THE SECURITIES, OR IN ANY
MANNER INVOLVING A PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE
ACT.
ASSUMING THE ACCURACY OF THE INITIAL PURCHASERS' REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 3 HEREOF, NEITHER (I) THE OFFER AND SALE OF THE
SECURITIES TO THE INITIAL PURCHASERS IN THE MANNER CONTEMPLATED BY THIS
AGREEMENT AND THE OFFERING MEMORANDUM NOR (II) THE EXEMPT RESALES REQUIRES
REGISTRATION UNDER THE ACT, AND PRIOR TO THE EFFECTIVENESS OF ANY REGISTRATION
STATEMENT, THE INDENTURE DOES NOT REQUIRE QUALIFICATION UNDER THE TRUST
INDENTURE