DRAFT OFFERING MEMORANDUM AND
THE OFFERING MEMORANDUM;
(V)
IN CONNECTION WITH THE OFFERING OF THE GUARANTEED SECURITIES,
UNTIL THE INITIAL PURCHASER SHALL HAVE NOTIFIED THE CO-ISSUERS OF THE COMPLETION
OF THE RESALE OF THE GUARANTEED 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 GUARANTEED SECURITIES, OR ATTEMPT TO INDUCE ANY PERSON TO PURCHASE
ANY GUARANTEED 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 GUARANTEED SECURITIES, TO
MAKE THEIR OFFICERS, EMPLOYEES, INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL
AVAILABLE UPON REASONABLE REQUEST BY THE INITIAL PURCHASER;
37
(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 GUARANTEED
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 FURNISHING OF DOCUMENTS OR THE TAKING OF ANY OTHER
ACTIONS BY THE CO-ISSUERS, THE PARENT COMPANIES, THE GUARANTORS 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 THE GUARANTEED SECURITIES, OR UNTIL SUCH TIME AS THE INITIAL PURCHASER SHALL
CEASE TO MAINTAIN A SECONDARY MARKET IN THE GUARANTEED SECURITIES, WHICHEVER
OCCURS FIRST, TO FURNISH TO THE INITIAL PURCHASER, AS SOON AS AVAILABLE,
(I) COPIES OF EACH REPORT AND CERTIFICATE AND ANY FINANCIAL INFORMATION
DELIVERED TO THE HOLDERS OF THE GUARANTEED SECURITIES OR FILED WITH ANY STOCK
EXCHANGE OR REGULATORY BODY AND (II) FROM TIME TO TIME SUCH OTHER INFORMATION
CONCERNING THE CO-ISSUERS, THE PARENT COMPANIES AND THE GUARANTORS AS THE
INITIAL PURCHASER MAY REASONABLY REQUEST;
(BB)
UNLESS IT OBTAINS THE PRIOR CONSENT OF THE INITIAL PURCHASER, NOT
TO MAKE (AND EACH SUCH PARTY REPRESENTS THAT IT HAS NOT MADE) ANY OFFER RELATING
TO THE GUARANTEED SECURITIES THAT WOULD CONSTITUTE A FREE WRITING COMMUNICATION;
IF AT ANY TIME FOLLOWING ISSUANCE OF A FREE WRITING COMMUNICATION ANY EVENT
OCCURRED OR OCCURS AS A RESULT OF WHICH SUCH FREE WRITING COMMUNICATION
CONFLICTS WITH THE INFORMATION IN THE OFFERING MEMORANDUM OR,