IN THE CASE OF ANY AGREEMENT BY THE DEALER TO PURCHASE A NOTE HEREUNDER (OTHER
THAN AS AGENT) WHICH PROVIDES FOR A SETTLEMENT DATE THAT IS THREE NEW YORK
BUSINESS DAYS OR MORE AFTER THE DATE OF SUCH AGREEMENT, THE OBLIGATION OF THE
DEALER TO PURCHASE THE NOTE UNDER SUCH AGREEMENT SHALL BE SUBJECT TO THE
FOLLOWING CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES GIVEN BY THE ISSUER SET FORTH ABOVE IN
SECTION 1.7, SECTION 1.8 AND SECTION 2 SHALL BE TRUE AND CORRECT ON AND AS OF
THE SETTLEMENT DATE AS IF MADE ON AND AS OF SUCH DATE, AND THE ISSUER SHALL HAVE
PERFORMED ALL OF ITS OBLIGATIONS HEREUNDER TO BE PERFORMED AS OF SUCH DATE,
(B)
ON OR AFTER THE DATE OF SUCH AGREEMENT THERE SHALL NOT HAVE OCCURRED ANY
OF THE FOLLOWING: (I) A SUSPENSION OR MATERIAL LIMITATION IN TRADING IN
SECURITIES GENERALLY ON THE NEW YORK STOCK EXCHANGE; (II) A SUSPENSION OR
MATERIAL LIMITATION IN TRADING IN THE ISSUER'S SECURITIES ON THE NEW YORK STOCK
EXCHANGE; (III) A GENERAL MORATORIUM ON COMMERCIAL BANKING ACTIVITIES DECLARED
BY EITHER FEDERAL OR NEW YORK STATE AUTHORITIES OR A MATERIAL DISRUPTION IN
COMMERCIAL BANKING OR SECURITIES SETTLEMENT OR CLEARANCE SERVICES IN THE UNITED
STATES; (IV) THE OUTBREAK OR ESCALATION OF HOSTILITIES INVOLVING THE UNITED
STATES OR THE DECLARATION BY THE UNITED STATES OF A NATIONAL EMERGENCY OR WAR OR
(V) THE OCCURRENCE OF ANY OTHER CALAMITY OR CRISIS OR ANY CHANGE IN FINANCIAL,
POLITICAL OR ECONOMIC CONDITIONS IN THE UNITED STATES OR ELSEWHERE, IF THE
EFFECT OF ANY SUCH EVENT SPECIFIED IN CLAUSE (IV) OR (V) IN THE JUDGMENT OF THE
DEALER MAKES IT IMPRACTICABLE OR INADVISABLE TO PROCEED WITH THE OFFERING OR THE
DELIVERY OF THE NOTE ON THE TERMS AND IN THE MANNER CONTEMPLATED IN THE PRIVATE
PLACEMENT MEMORANDUM, AND
(C)
ON OR AFTER THE DATE OF SUCH AGREEMENT, (I) NO DOWNGRADING SHALL HAVE
OCCURRED IN THE RATING ACCORDED THE ISSUER'S DEBT SECURITIES BY ANY NATIONALLY
RECOGNIZED STATISTICAL RATING ORGANIZATION AND (II) NO SUCH ORGANIZATION SHALL
HAVE PUBLICLY ANNOUNCED THAT IT HAS UNDER SURVEILLANCE OR REVIEW, WITH POSSIBLE
NEGATIVE IMPLICATIONS, ITS RATING OF ANY OF THE ISSUER'S DEBT SECURITIES.
"New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York are
generally authorized or obligated by law or executive order to close.
29