THE DEPOSITORY TRUST COMPANY ("DTC").
(L)
NO RESALES BY THE COMPANY. THE COMPANY WILL NOT, AND WILL NOT
PERMIT ANY OF ITS AFFILIATES (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT)
TO, RESELL ANY OF THE SECURITIES THAT HAVE BEEN ACQUIRED BY ANY OF THEM, EXCEPT
FOR SECURITIES PURCHASED BY THE COMPANY OR ANY OF ITS AFFILIATES AND RESOLD IN A
TRANSACTION REGISTERED UNDER THE SECURITIES ACT.
(M)
NO INTEGRATION. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES (AS
DEFINED IN RULE 501(B) OF REGULATION D) WILL, DIRECTLY OR THROUGH ANY AGENT,
SELL, OFFER FOR SALE, SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT
OF, ANY SECURITY (AS DEFINED IN THE SECURITIES ACT), THAT IS OR WILL BE
INTEGRATED WITH THE SALE OF THE SECURITIES IN A MANNER THAT WOULD REQUIRE
REGISTRATION OF THE SECURITIES UNDER THE SECURITIES ACT.
(N)
NO GENERAL SOLICITATION OR DIRECTED SELLING EFFORTS. NONE OF THE
COMPANY OR ANY OF ITS AFFILIATES OR ANY OTHER PERSON ACTING ON ITS OR THEIR
BEHALF (OTHER THAN THE INITIAL PURCHASERS, AS TO WHICH NO COVENANT IS GIVEN)
WILL (I) SOLICIT OFFERS FOR, OR OFFER OR SELL, THE SECURITIES BY MEANS OF ANY
FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE MEANING OF RULE
502(C) OF REGULATION D OR IN ANY MANNER INVOLVING A PUBLIC OFFERING WITHIN THE
MEANING OF SECTION 4(2) OF THE SECURITIES ACT OR (II) ENGAGE IN ANY DIRECTED
SELLING EFFORTS WITHIN THE MEANING OF REGULATION S, AND ALL SUCH PERSONS WILL
COMPLY WITH THE OFFERING RESTRICTIONS REQUIREMENT OF REGULATION S.
(O)
NO STABILIZATION. NEITHER THE COMPANY NOR ANY OF THE GUARANTORS
WILL TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO OR THAT COULD
REASONABLY BE EXPECTED TO CAUSE OR RESULT IN ANY STABILIZATION OR MANIPULATION
OF THE PRICE OF THE SECURITIES.
17
5.
CERTAIN AGREEMENTS OF THE INITIAL PURCHASERS. EACH INITIAL
PURCHASER HEREBY REPRESENTS AND AGREES THAT IT HAS NOT AND WILL NOT USE,
AUTHORIZE USE OF, REFER TO, OR PARTICIPATE IN THE PLANNING FOR USE OF, ANY
WRITTEN COMMUNICATION THAT CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY THE SECURITIES OTHER THAN (I) THE PRELIMINARY OFFERING
MEMORANDUM AND THE OFFERING MEMORANDUM, (II) A WRITTEN COMMUNICATION THAT
CONTAINS NO "ISSUER INFORMATION" (AS DEFINED IN RULE 433(H)(2) UNDER THE
SECURITIES ACT) THAT WAS NOT OR WILL NOT, BE INCLUDED (INCLUDING THROUGH
INCORPORATION BY REFERENCE) IN THE PRELIMINARY OFFERING MEMORANDUM OR THE
OFFERING MEMORANDUM, (III) ANY WRITTEN COMMUNICATION LISTED ON ANNEX A OR
PREPARED PURSUANT TO SECTION 4(C) ABOVE (INCLUDING ANY ELECTRONIC ROAD SHOW),
(IV) ANY WRITTEN COMMUNICATION PREPARED BY SUCH INITIAL PURCHASER AND APPROVED
BY THE COMPANY IN ADVANCE IN WRITING OR (V) ANY WRITTEN COMMUNICATION RELATING
TO OR THAT CONTAINS THE TERMS OF THE SECURITIES AND/OR OTHER INFORMATION THAT
WAS INCLUDED (INCLUDING THROUGH INCORPORATION BY REFERENCE) IN THE PRELIMINARY
OFFERING MEMORANDUM OR THE OFFERING MEMORANDUM.
6.
CONDITIONS OF INITIAL PURCHASERS' OBLIGATIONS. THE OBLIGATION OF
EACH INITIAL PURCHASER TO PURCHASE SECURITIES ON THE CLOSING DATE AS PROVIDED
HEREIN