AS AT THE DATE OF THE AGREEMENT FOR THE ISSUE OF SUCH NOTE;
AND
3.1.12
INVESTMENT COMPANY: EACH ISSUER AND THE GUARANTOR IS NOT AN
INVESTMENT COMPANY AS DEFINED IN THE UNITED STATES INVESTMENT COMPANY ACT OF
1940.
3.2
NOTICE OF INACCURACY
If, prior to the time a Note is issued and delivered to or for the account of
the relevant Dealer, an event occurs which would render any of the
representations and warranties set out in Clause 3.1 immediately, or with the
lapse of time, untrue or incorrect in any material respect, the relevant Issuer
and the Guarantor (where applicable) will inform the relevant Dealer in writing
as soon as practicable of the occurrence of such event. In either case, the
relevant Dealer shall inform the relevant Issuer in writing without any undue
delay whether it wishes to continue or discontinue the issuance and delivery of
the respective Notes.
9
4.
COVENANTS AND AGREEMENTS
4.1
ISSUER AND GUARANTOR
Each of the Issuers and the Guarantor jointly and severally covenants and agrees
that:
4.1.1
DELIVERY OF PUBLISHED INFORMATION:
WHENEVER THE GUARANTOR SHALL
PUBLISH OR MAKE AVAILABLE TO ITS SHAREHOLDERS OR TO THE PUBLIC (BY FILING WITH
ANY REGULATORY AUTHORITY, SECURITIES EXCHANGE OR OTHERWISE) ANY INFORMATION
WHICH COULD REASONABLY BE EXPECTED TO BE MATERIAL IN THE CONTEXT OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THE GUARANTOR SHALL NOTIFY
THE DEALER(S) AS TO THE NATURE OF SUCH INFORMATION, SHALL MAKE A REASONABLE
NUMBER OF COPIES OF SUCH INFORMATION AVAILABLE TO THE DEALER(S) UPON REQUEST TO
PERMIT DISTRIBUTION TO INVESTORS AND PROSPECTIVE INVESTORS AND SHALL TAKE SUCH
ACTION AS MAY BE NECESSARY TO ENSURE THAT THE REPRESENTATION AND WARRANTY
CONTAINED IN SUB-CLAUSE 3.1.5 IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON
THE DATES CONTEMPLATED BY SUCH SUB-CLAUSE. NOTWITHSTANDING THE FOREGOING, THE
GUARANTOR WILL SATISFY ITS OBLIGATIONS TO NOTIFY THE DEALER(S) UNDER THIS CLAUSE
4.1.1 BY MAINTAINING AN E-MAIL ALERT SYSTEM AFFORDING THE DEALER(S) THE
OPPORTUNITY TO REGISTER VIA THE GUARANTOR'S WEB SITE TO RECEIVE NOTIFICATION OF
THE GUARANTOR'S NEWS RELEASES AND FILINGS WITH THE SEC, AND THE DEALERS AGREE TO
SO REGISTER. THE GUARANTOR WILL NOTIFY THE DEALER(S) IF THE E-MAIL ALERT SYSTEM
IS DISCONTINUED AND, IN SUCH EVENT, NOTICES PURSUANT TO THIS CLAUSE 4.1.1 WILL
BE DELIVERED IN ACCORDANCE WITH CLAUSE 7.1 OF THIS AGREEMENT. CERTAIN SEC
FILINGS ARE AVAILABLE VIA ELECTRONIC MEANS INCLUDING THE INTERNET
() AND BLOOMBERG BUSINESS NEWS.
4.1.2
INDEMNITY:
EACH OF THE ISSUERS AND THE GUARANTOR JOINTLY AND
SEVERALLY UNDERTAKE TO THE DEALERS THAT IF THE DEALER OR ANY OF THE DEALER'S
RELATED PARTIES INCURS ANY LOSS ARISING OUT OF:
(A)
THE RELEVANT ISSUER'S FAILURE (OTHER THAN, IN THE REASONABLE OPINION
OF THE ISSUER, FOR TECHNICAL REASONS) TO MAKE DUE PAYMENT UNDER THE NOTES; OR
(B)
THE GUARANTOR'S FAILURE TO MAKE DUE PAYMENT UNDER THE GUARANTEE; OR
(C)
NOTES NOT BEING ISSUED FOR ANY REASON (OTHER THAN AS A RESULT OF THE
FAILURE OF ANY DEALER TO PAY) AFTER AN AGREEMENT FOR THE SALE OF