TIME TO TIME SUCH ACTIONS AS THE INITIAL
PURCHASER MAY REASONABLY REQUEST TO QUALIFY THE GUARANTEED SECURITIES FOR
OFFERING AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS
THE INITIAL PURCHASER MAY DESIGNATE AND TO CONTINUE SUCH QUALIFICATIONS IN
EFFECT FOR SO LONG AS REQUIRED FOR THE RESALE OF THE GUARANTEED SECURITIES; AND
TO ARRANGE FOR THE DETERMINATION OF THE ELIGIBILITY FOR INVESTMENT OF THE
GUARANTEED SECURITIES UNDER THE LAWS OF SUCH JURISDICTIONS AS THE INITIAL
PURCHASER MAY REASONABLY REQUEST; PROVIDED THAT NONE OF THE CO-ISSUERS OR
GUARANTORS SHALL BE OBLIGATED TO QUALIFY AS FOREIGN CORPORATIONS IN ANY
JURISDICTION IN WHICH THEY ARE NOT SO QUALIFIED OR TO FILE A GENERAL CONSENT TO
SERVICE OF PROCESS IN ANY JURISDICTION;
(O)
TO ASSIST THE INITIAL PURCHASER IN ARRANGING FOR THE GUARANTEED
SECURITIES TO BE ELIGIBLE FOR CLEARANCE AND SETTLEMENT IN THE UNITED STATES
THROUGH DTC AND IN EUROPE THROUGH EUROCLEAR BANK, S.A./N.V., OR CLEARSTREAM
BANKING, SOCIÉTÉ ANONYME;
36
(P)
TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF ALL AGREEMENTS SET
FORTH IN THE REPRESENTATION LETTERS OF THE CO-ISSUERS AND THE GUARANTORS TO DTC
RELATING TO THE APPROVAL OF THE SECURITIES BY DTC FOR "BOOK ENTRY" TRANSFER;
(Q)
NOT TO TAKE ANY ACTION OR OMIT TO TAKE ANY ACTION (SUCH AS ISSUING
ANY PRESS RELEASE RELATING TO THE SECURITIES WITHOUT AN APPROPRIATE LEGEND)
WHICH MAY RESULT IN THE LOSS BY THE INITIAL PURCHASER OF THE ABILITY TO RELY ON
ANY STABILIZATION SAFE HARBOR PROVIDED BY THE FINANCIAL SERVICES AUTHORITY UNDER
THE FSMA;
(R)
NOT TO, AND TO CAUSE THEIR AFFILIATES NOT TO, SELL, OFFER FOR
SALE OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY
(AS SUCH TERM IS DEFINED IN THE SECURITIES ACT) WHICH COULD REASONABLY BE
EXPECTED TO BE INTEGRATED WITH THE SALE OF THE GUARANTEED SECURITIES IN A MANNER
WHICH WOULD REQUIRE REGISTRATION OF THE GUARANTEED SECURITIES UNDER THE
SECURITIES ACT;
(S)
NOT TO, AND TO CAUSE ITS AFFILIATES NOT TO, ENGAGE IN ANY DIRECTED
SELLING EFFORTS WITHIN THE MEANING OF REGULATION S;
(T)
TO COMPLY, AND TO CAUSE ITS AFFILIATES TO COMPLY, WITH THE
OFFERING RESTRICTIONS SET FORTH IN REGULATION S;
(U)
NOT TO, AND TO CAUSE THEIR AFFILIATES NOT TO, AUTHORIZE OR
KNOWINGLY PERMIT ANY PERSON ACTING ON THEIR BEHALF TO SOLICIT ANY OFFER TO BUY
OR OFFER TO SELL THE GUARANTEED SECURITIES BY MEANS OF ANY FORM OF GENERAL
SOLICITATION OR GENERAL ADVERTISING WITHIN THE MEANING OF REGULATION D OR IN ANY
MANNER INVOLVING A PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE
SECURITIES ACT; AND NOT TO OFFER, SELL, CONTRACT TO SELL OR OTHERWISE DISPOSE
OF, DIRECTLY OR INDIRECTLY, ANY SECURITIES UNDER CIRCUMSTANCES WHERE SUCH OFFER,
SALE, CONTRACT OR DISPOSITION WOULD CAUSE THE EXEMPTION AFFORDED BY
SECTION 4(2) OR OF RULE 144A OF THE SECURITIES ACT OR SECTION 3(C)(7) OF THE
1940 ACT TO CEASE TO BE APPLICABLE TO THE OFFERING AND SALE OF THE GUARANTEED
SECURITIES AS CONTEMPLATED BY THIS AGREEMENT, THE