AND THE OFFERING MEMORANDUM.
(I)
TO USE ITS REASONABLE EFFORTS IN COOPERATION WITH THE INITIAL
PURCHASERS TO PERMIT THE NOTES TO BE ELIGIBLE FOR CLEARANCE AND SETTLEMENT
THROUGH THE FACILITIES OF THE DEPOSITARY.
(J)
TO NOT, AND TO USE ITS REASONABLE BEST EFFORTS TO CAUSE ITS
AFFILIATES NOT TO, TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION WHICH IS DESIGNED TO
OR WHICH CONSTITUTES OR WHICH MIGHT REASONABLY BE EXPECTED TO CAUSE OR RESULT IN
THE STABILIZATION OR MANIPULATION OF THE PRICE OF ANY SECURITY OF THE ISSUERS OR
THE GUARANTORS TO FACILITATE THE SALE OR RESALE OF THE NOTES OR GUARANTEES AND
NEITHER THE ISSUERS, THE GUARANTORS NOR ANY OF ITS AFFILIATED PURCHASERS (AS
DEFINED IN RULE 100 OF REGULATION M UNDER THE EXCHANGE ACT) WILL TAKE ANY ACTION
PROHIBITED BY REGULATION M UNDER THE EXCHANGE ACT.
(K)
TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO DO AND PERFORM ALL
THINGS REQUIRED TO BE DONE OR PERFORMED UNDER THIS AGREEMENT BY THE ISSUERS AND
THE GUARANTORS PRIOR TO THE CLOSING DATE TO SATISFY ALL CONDITIONS PRECEDENT TO
THE DELIVERY OF THE SECURITIES.
(L)
TO TAKE ALL REASONABLE ACTION NECESSARY TO ENABLE STANDARD &
POOR'S CORPORATION AND MOODY'S INVESTORS SERVICE, INC. TO PROVIDE THEIR
RESPECTIVE CREDIT RATINGS ON THE COMPANY'S OUTSTANDING SENIOR DEBT, INCLUDING
FOR THIS PURPOSE, THE ISSUANCE OF THE SECURITIES AND THE EXCHANGE SECURITIES.
18
(M)
TO NOT, AND TO USE ITS REASONABLE BEST EFFORTS TO CAUSE ITS
AFFILIATES NOT TO, MAKE ANY OFFER OR SALE OF SECURITIES OF THE COMPANY OF ANY
CLASS IF, AS A RESULT OF THE DOCTRINE OF "INTEGRATION" REFERRED TO IN RULE 502
UNDER THE SECURITIES ACT, SUCH OFFER OR SALE WOULD RENDER INVALID (FOR THE
PURPOSE OF (I) THE SALE OF THE SECURITIES BY THE COMPANY TO THE INITIAL
PURCHASERS, (II) THE RESALE OF THE SECURITIES BY THE INITIAL PURCHASERS TO
SUBSEQUENT PURCHASERS OR (III) THE RESALE OF THE SECURITIES BY SUCH SUBSEQUENT
PURCHASERS TO OTHERS) THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY SECTION 4(2) THEREOF OR BY RULE 144A OR BY REGULATION
S OR OTHERWISE.
(N)
TO CAUSE EACH CERTIFICATE FOR A NOTE TO BEAR THE LEGEND CONTAINED
IN "NOTICE TO INVESTORS" IN THE OFFERING MEMORANDUM FOR THE TIME PERIOD AND UPON
THE OTHER TERMS STATED IN THE OFFERING MEMORANDUM, BUT NOT FOR LONGER THAN 365
DAYS FROM THE CLOSING DATE.
(O)
TO USE ITS REASONABLE BEST EFFORTS TO CAUSE THE NOTES TO BE
ELIGIBLE FOR THE PORTAL MARKET.
(P)
DURING THE ONE-YEAR PERIOD AFTER THE CLOSING DATE, TO NOT, AND TO
NOT PERMIT ANY OF ITS "AFFILIATES" (AS DEFINED IN RULE 144 UNDER THE SECURITIES
ACT) TO, RESELL ANY OF THE NOTES THAT CONSTITUTE "RESTRICTED SECURITIES" UNDER
RULE 144 THAT HAVE BEEN REACQUIRED BY ANY OF THEM.
6.
EXPENSES.
THE ISSUERS AND THE GUARANTORS JOINTLY AND SEVERALLY, AGREE,
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE CONSUMMATED
OR THIS AGREEMENT IS TERMINATED, TO PAY ALL COSTS, EXPENSES, FEES AND TAXES
INCIDENT TO AND IN CONNECTION