FOR
22
sale or solicit offers to buy or otherwise negotiate in respect of any
"security" (as defined in the Act) that could be integrated with the sale of the
Securities in a manner that would require the registration under the Act of the
sale to the Initial Purchasers or the Eligible Purchasers of the Securities or
to take any other action that would result in the Exempt Resales not being
exempt from registration under the Act.
(J)
FOR SO LONG AS ANY OF THE NOTES REMAIN
OUTSTANDING AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(A)(3)
UNDER THE ACT AND ARE NOT ABLE TO BE SOLD IN THEIR ENTIRETY UNDER RULE 144 UNDER
THE ACT (OR ANY SUCCESSOR PROVISION), FOR THE BENEFIT OF HOLDERS FROM TIME TO
TIME OF INITIAL NOTES, THE COMPANY WILL FURNISH AT ITS EXPENSE, UPON REQUEST, TO
ANY HOLDER OR BENEFICIAL OWNER OF INITIAL NOTES AND PROSPECTIVE PURCHASERS OF
THE INITIAL NOTES, INFORMATION SPECIFIED IN RULE 144A(D)(4) UNDER THE ACT,
UNLESS THE COMPANY AND THE GUARANTOR ARE THEN SUBJECT TO SECTION 13 OR 15(D) OF
THE EXCHANGE ACT.
(K)
THE COMPANY AND THE GUARANTOR SHALL COMPLY
WITH ALL OF THE AGREEMENTS SET FORTH IN THE REPRESENTATION LETTERS TO DTC
RELATING TO THE APPROVAL OF THE NOTES BY DTC FOR "BOOK-ENTRY" TRANSFER.
(L)
THE COMPANY AND THE GUARANTOR SHALL
(I) PERMIT THE NOTES TO BE INCLUDED FOR QUOTATION ON THE PORTAL MARKET AND
(II) PERMIT THE NOTES TO BE ELIGIBLE FOR CLEARANCE AND SETTLEMENT THROUGH DTC.
(M)
DURING THE PERIOD OF THREE YEARS FROM THE
CLOSING DATE, THE COMPANY AND THE GUARANTOR SHALL DELIVER WITHOUT CHARGE TO THE
INITIAL PURCHASERS (I) AS SOON AS AVAILABLE, COPIES OF EACH REPORT AND OTHER
COMMUNICATION (FINANCIAL OR OTHERWISE) OF THE COMPANY MAILED TO THE TRUSTEE OF
THE HOLDERS OF THE NOTES OR STOCKHOLDERS (INCLUDING WITHOUT LIMITATION, PRESS
RELEASES) OTHER THAN MATERIALS FILED WITH OR FURNISHED TO THE COMMISSION AND
(II)
FROM TIME TO TIME SUCH OTHER INFORMATION CONCERNING THE COMPANY, ITS
SUBSIDIARY AND THE GUARANTOR AS THE INITIAL PURCHASERS MAY REASONABLY REQUEST,
SUBJECT, IN THE CASE OF INFORMATION THAT IS NOT PUBLIC, TO EXECUTION BY THE
INITIAL PURCHASERS OF CONFIDENTIALITY AGREEMENTS REASONABLY SATISFACTORY TO THE
COMPANY AND THE GUARANTOR.
(N)
PRIOR TO THE CLOSING DATE, THE COMPANY SHALL
FURNISH TO THE INITIAL PURCHASERS, AS SOON AS THEY HAVE BEEN PREPARED IN THE
ORDINARY COURSE BY THE COMPANY, COPIES OF ANY UNAUDITED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS OF THE GUARANTOR FOR ANY PERIOD SUBSEQUENT TO THE PERIODS
COVERED BY THE FINANCIAL STATEMENTS APPEARING IN THE OFFERING MEMORANDUM.
(O)
EACH OF THE COMPANY AND THE GUARANTOR SHALL
NOT TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO, OR THAT COULD
REASONABLY BE EXPECTED TO, CAUSE OR RESULT IN STABILIZATION OR MANIPULATION OF
THE PRICE OF ANY SECURITY OF THE COMPANY OR THE GUARANTOR TO FACILITATE THE SALE
OR RESALE OF THE NOTES, OR TAKE ANY ACTION PROHIBITED BY REGULATION M UNDER THE
EXCHANGE ACT, IN CONNECTION WITH THE DISTRIBUTION OF THE