Jefferies Uses in No Change in Long-Term Debt or Capital Stock Clause

No Change in Long-Term Debt or Capital Stock from Purchase Agreement

No Change in Long-Term Debt or Capital Stock. Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Disclosure Package and the Offering Memorandum (exclusive of any amendment or supplement thereto), there shall not have been any change in the capital stock or long-term debt or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations or business of the Company and its Subsidiaries taken as a whole, the effect of which, in any such case described above, is, in the sole judgment of Jefferies, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Debentures (and the Guarantees thereof) on the terms and in the manner contemplated by this Agreement, Disclosure Package and the Offering Memorandum (exclusive of any amendment or supplement thereto).