SECURITIES OR SECURITIES
CONVERTIBLE OR EXCHANGEABLE INTO SUCH DEBT SECURITIES, IN EACH CASE WITHOUT THE
PRIOR WRITTEN CONSENT OF THE INITIAL PURCHASER;
(L)
FOR SO LONG AS THE SECURITIES ARE OUTSTANDING, TO TIMELY FILE (OR
OBTAIN EXTENSIONS IN RESPECT THEREOF AND FILE WITHIN THE APPLICABLE GRACE
PERIOD) ALL REPORTS REQUIRED TO BE FILED BY THE PARENT COMPANIES AFTER THE DATE
HEREOF PURSUANT TO THE EXCHANGE ACT;
(M)
FOR SO LONG AS THE SECURITIES ARE OUTSTANDING AND ARE "RESTRICTED
SECURITIES" WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT, TO
FURNISH TO HOLDERS OF THE SECURITIES AND PROSPECTIVE PURCHASERS OF THE
SECURITIES DESIGNATED BY SUCH HOLDERS, UPON REQUEST OF SUCH HOLDERS OR SUCH
PROSPECTIVE PURCHASERS, THE INFORMATION REQUIRED TO BE DELIVERED PURSUANT TO
RULE 144A(D)(4) UNDER THE SECURITIES ACT, UNLESS THE CO-ISSUERS ARE THEN SUBJECT
TO AND IN COMPLIANCE WITH SECTION 13 OR 15(D) OF THE EXCHANGE ACT (THE FOREGOING
AGREEMENT BEING FOR THE BENEFIT OF THE HOLDERS FROM TIME TO TIME OF THE
SECURITIES AND PROSPECTIVE PURCHASERS OF THE SECURITIES DESIGNATED BY SUCH
HOLDERS);
(N)
TO PROMPTLY TAKE FROM TIME TO TIME SUCH ACTIONS AS THE INITIAL
PURCHASER MAY REASONABLY REQUEST TO QUALIFY THE 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 SECURITIES; AND TO ARRANGE FOR THE
DETERMINATION OF THE ELIGIBILITY FOR INVESTMENT OF THE SECURITIES UNDER THE LAWS
OF SUCH JURISDICTIONS AS THE INITIAL PURCHASER MAY REASONABLY REQUEST; PROVIDED
THAT NONE OF THE CO-ISSUERS 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 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;
(P)
TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF ALL AGREEMENTS SET
FORTH IN THE REPRESENTATION LETTERS OF THE CO-ISSUERS 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;
31
(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 SECURITIES IN A MANNER WHICH
WOULD REQUIRE REGISTRATION OF THE SECURITIES UNDER THE SECURITIES ACT;
(S)
NOT TO, AND TO CAUSE ITS AFFILIATES NOT