TO, ENGAGE IN ANY DIRECTED
SELLING EFFORTS WITHIN THE MEANING OF REGULATION S;
(T)
TO COMPLY, AND TO CAUSE ITS AFFILIATES TO COMPLY, WITH THE
OFFERING RESTRICTIONS SET FORTH IN REGULATION S;
(U)
NOT TO, AND TO CAUSE THEIR AFFILIATES NOT TO, AUTHORIZE OR
KNOWINGLY PERMIT ANY PERSON ACTING ON THEIR BEHALF TO SOLICIT ANY OFFER TO BUY
OR OFFER TO SELL THE SECURITIES BY MEANS OF ANY FORM OF GENERAL SOLICITATION OR
GENERAL ADVERTISING WITHIN THE MEANING OF REGULATION D OR IN ANY MANNER
INVOLVING A PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE SECURITIES
ACT; AND NOT TO OFFER, SELL, CONTRACT TO SELL OR OTHERWISE DISPOSE OF, DIRECTLY
OR INDIRECTLY, ANY SECURITIES UNDER CIRCUMSTANCES WHERE SUCH OFFER, SALE,
CONTRACT OR DISPOSITION WOULD CAUSE THE EXEMPTION AFFORDED BY SECTION 4(2) OR OF
RULE 144A OF THE SECURITIES ACT OR SECTION 3(C)(7) OF THE 1940 ACT TO CEASE TO
BE APPLICABLE TO THE OFFERING AND SALE OF THE SECURITIES AS CONTEMPLATED BY THIS
AGREEMENT , THE DRAFT OFFERING MEMORANDUM AND THE OFFERING MEMORANDUM;
(V)
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, UNTIL THE
INITIAL PURCHASER SHALL HAVE NOTIFIED THE CO-ISSUERS OF THE COMPLETION OF THE
RESALE OF THE SECURITIES, NOT TO, AND TO CAUSE THEIR AFFILIATED PURCHASERS (AS
DEFINED IN REGULATION M UNDER THE EXCHANGE ACT) NOT TO, EITHER ALONE OR WITH ONE
OR MORE OTHER PERSONS, BID FOR OR PURCHASE, FOR ANY ACCOUNT IN WHICH THEY OR ANY
OF THEIR AFFILIATED PURCHASERS HAVE A BENEFICIAL INTEREST, ANY SECURITIES, OR
ATTEMPT TO INDUCE ANY PERSON TO PURCHASE ANY SECURITIES; AND NOT TO, AND TO
CAUSE THEIR AFFILIATED PURCHASERS NOT TO, MAKE BIDS OR PURCHASE FOR THE PURPOSE
OF CREATING ACTUAL, OR APPARENT, ACTIVE TRADING IN OR OF RAISING THE PRICE OF
THE SECURITIES;
(W)
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, TO MAKE THEIR
OFFICERS, EMPLOYEES, INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL AVAILABLE UPON
REASONABLE REQUEST BY THE INITIAL PURCHASER;
(X)
TO FURNISH TO THE INITIAL PURCHASER, PRIOR TO THE DATE OF EACH
OFFERING MEMORANDUM, A COPY OF EACH SIGNED INDEPENDENT ACCOUNTANTS' REPORT TO BE
INCLUDED IN SUCH OFFERING MEMORANDUM;
(Y)
TO APPLY THE NET PROCEEDS FROM THE SALE OF THE SECURITIES AS SET
FORTH IN HEREIN (AS OF THE CLOSING DATE) AND THE OFFERING MEMORANDUM UNDER THE
HEADING "USE OF PROCEEDS" (AS OF THE INITIAL DATE AND EACH BRINGDOWN DATE);
(Z)
TO THE EXTENT THAT THE RATINGS TO BE PROVIDED WITH RESPECT TO THE
SECURITIES BY MOODY'S INVESTORS SERVICE, INC. ("MOODY'S"), STANDARD & POOR'S
RATINGS SERVICES, A DIVISION OF THE MCGRAW-HILL COMPANIES, INC. ("S&P") AND
FITCH, INC. ("FITCH", AND TOGETHER WITH MOODY'S AND S&P, THE "RATING AGENCIES")
ARE CONDITIONAL UPON THE
32
FURNISHING OF DOCUMENTS OR THE TAKING OF ANY OTHER ACTIONS BY THE CO-ISSUERS,
THE PARENT COMPANIES OR ANY OF THEIR AFFILIATES, TO FURNISH SUCH DOCUMENTS AND
TAKE ANY SUCH OTHER ACTION THAT IS REASONABLY REQUESTED BY THE RATING AGENCIES;
(AA)
FOR A PERIOD FROM THE DATE OF THIS AGREEMENT UNTIL THE RETIREMENT
OF