TO, AND TO ENSURE THAT
NO AFFILIATE (AS DEFINED IN RULE 501(B) UNDER THE ACT) OF EITHER OF THE ISSUERS
WILL, SELL, OFFER FOR SALE OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN
RESPECT OF ANY "SECURITY" (AS DEFINED IN THE ACT) THAT WOULD BE INTEGRATED WITH
THE SALE OF THE NOTES IN A MANNER THAT WOULD REQUIRE THE REGISTRATION UNDER THE
ACT OF THE SALE TO THE INITIAL PURCHASER OR OF THE OFFERS OR SALES OF NOTES
PURSUANT TO EXEMPT RESALES.
(K)
RULE 144A INFORMATION.
FOR SO LONG AS ANY
OF THE NOTES REMAIN OUTSTANDING, DURING ANY PERIOD IN WHICH EITHER OF THE
ISSUERS IS NOT SUBJECT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT"), TO MAKE AVAILABLE, UPON REQUEST, TO ANY
HOLDER OF THE NOTES IN CONNECTION WITH ANY SALE THEREOF AND ANY PROSPECTIVE
ELIGIBLE PURCHASER OF SUCH NOTES FROM SUCH HOLDER, THE INFORMATION REQUIRED BY
RULE 144A(D)(4) UNDER THE ACT.
7
(L)
DTC.
TO COMPLY WITH THE REPRESENTATION
LETTER OF THE ISSUERS TO DTC RELATING TO THE APPROVAL OF THE NOTES BY DTC FOR
"BOOK ENTRY" TRANSFER.
(M)
PORTAL.
TO USE ITS REASONABLE BEST EFFORTS TO
EFFECT THE INCLUSION OF THE NOTES IN PORTAL AND TO USE ITS REASONABLE BEST
EFFORTS TO MAINTAIN THE LISTING OF THE NOTES ON PORTAL FOR SO LONG AS THE NOTES
ARE OUTSTANDING.
(N)
REPORTING REQUIREMENTS.
FOR SO LONG AS ANY
OF THE NOTES REMAIN OUTSTANDING, TO FURNISH TO THE INITIAL PURCHASER COPIES OF
ALL REPORTS AND OTHER COMMUNICATIONS (FINANCIAL OR OTHERWISE) FURNISHED TO THE
TRUSTEE OR TO THE HOLDERS OF THE NOTES AND, AS SOON AS AVAILABLE, COPIES OF ANY
REPORTS OR FINANCIAL STATEMENTS FURNISHED TO OR FILED BY THE ISSUERS WITH THE
COMMISSION OR ANY NATIONAL SECURITIES EXCHANGE ON WHICH ANY CLASS OF SECURITIES
OF THE ISSUERS MAY BE LISTED.
(O)
NO SELLING EFFORTS OR GENERAL SOLICITATION.
NOT TO, AND NOT TO AUTHORIZE OR PERMIT ANY PERSON ACTING ON ITS BEHALF TO,
(I) DISTRIBUTE ANY OFFERING MATERIAL IN CONNECTION WITH THE OFFER AND SALE OF
THE NOTES OTHER THAN THE TERM SHEET AND THE OFFERING CIRCULAR AND ANY AMENDMENTS
AND SUPPLEMENTS TO THE OFFERING CIRCULAR PREPARED IN COMPLIANCE WITH
SECTION 5(D), OR (II) SOLICIT ANY OFFER TO BUY OR OFFER TO SELL THE NOTES BY
MEANS OF ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING (INCLUDING,
WITHOUT LIMITATION, AS SUCH TERMS ARE USED IN REGULATION D UNDER THE ACT) OR IN
ANY MANNER INVOLVING A PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE
ACT.
(P)
NO SIMILAR OFFERINGS.
NOT TO, DIRECTLY OR
INDIRECTLY, WITHOUT THE PRIOR CONSENT OF THE INITIAL PURCHASER, OFFER, SELL,
CONTRACT TO SELL, GRANT ANY OPTION TO PURCHASE OR OTHERWISE DISPOSE OF (OR
ANNOUNCE ANY OFFER OR SALE OF, CONTRACT TO SELL, GRANT OF ANY OPTION TO PURCHASE
OR OTHER DISPOSITION OF) ANY SECURITIES OF ANY OF THE ISSUERS OR THE GUARANTORS
(IF ANY) SUBSTANTIALLY SIMILAR TO THE NOTES OR THE GUARANTEES (IF ANY)