INITIAL PURCHASERS;
(O)
TO DO AND PERFORM ALL THINGS REQUIRED TO BE DONE AND PERFORMED BY IT UNDER
THIS AGREEMENT THAT ARE WITHIN ITS CONTROL PRIOR TO OR AFTER THE CLOSING DATE,
AND TO USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO SATISFY ALL CONDITIONS
PRECEDENT ON ITS PART TO THE DELIVERY OF THE NOTES;
(P)
TO NOT TAKE ANY ACTION PRIOR TO THE EXECUTION AND DELIVERY OF THE INDENTURE
WHICH, IF TAKEN AFTER SUCH EXECUTION AND DELIVERY, WOULD HAVE VIOLATED ANY OF
THE COVENANTS CONTAINED IN THE INDENTURE;
(Q)
TO NOT TAKE ANY ACTION PRIOR TO THE CLOSING DATE WHICH WOULD REQUIRE THE
OFFERING MEMORANDUM TO BE AMENDED OR SUPPLEMENTED PURSUANT TO SECTION 4(D)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE INITIAL PURCHASERS, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD;
(R)
PRIOR TO THE CLOSING DATE, NOT TO ISSUE ANY PRESS RELEASE OR OTHER
COMMUNICATION DIRECTLY OR INDIRECTLY OR HOLD ANY PRESS CONFERENCE WITH RESPECT
TO THE COMPANY, ITS CONDITION, FINANCIAL OR OTHERWISE, OR EARNINGS, BUSINESS
AFFAIRS OR BUSINESS PROSPECTS (EXCEPT FOR ROUTINE ORAL MARKETING COMMUNICATIONS
IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH THE PAST PRACTICES OF THE
COMPANY AND OF WHICH THE INITIAL PURCHASERS ARE NOTIFIED), WITHOUT THE PRIOR
WRITTEN CONSENT OF THE INITIAL PURCHASERS, UNLESS
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IN THE JUDGMENT OF THE COMPANY AND ITS COUNSEL, AND AFTER NOTIFICATION TO THE
INITIAL PURCHASERS, SUCH PRESS RELEASE OR COMMUNICATION IS REQUIRED BY LAW; AND
(S)
TO APPLY THE NET PROCEEDS FROM THE SALE OF THE NOTES AS SET FORTH IN THE
OFFERING MEMORANDUM UNDER THE HEADING "USE OF PROCEEDS".
5.
CONDITIONS TO INITIAL PURCHASERS' OBLIGATIONS.
THE RESPECTIVE OBLIGATIONS
OF THE SEVERAL INITIAL PURCHASERS HEREUNDER ARE SUBJECT TO THE ACCURACY, ON AND
AS OF THE DATE HEREOF AND THE CLOSING DATE, OF THE REPRESENTATIONS AND
WARRANTIES OF THE COMPANY AND EACH OF THE NOTE GUARANTORS CONTAINED HEREIN, TO
THE ACCURACY OF THE STATEMENTS OF THE COMPANY AND EACH OF THE NOTE GUARANTORS
AND THEIR RESPECTIVE OFFICERS MADE IN ANY CERTIFICATES DELIVERED PURSUANT
HERETO, TO THE PERFORMANCE BY THE COMPANY AND EACH OF THE NOTE GUARANTORS OF
THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND TO EACH OF THE FOLLOWING ADDITIONAL
TERMS AND CONDITIONS:
(A)
THE OFFERING MEMORANDUM (AND ANY AMENDMENTS OR SUPPLEMENTS THERETO) SHALL
HAVE BEEN PRINTED AND COPIES DISTRIBUTED TO THE INITIAL PURCHASERS AS PROMPTLY
AS PRACTICABLE ON OR FOLLOWING THE DATE OF THIS AGREEMENT OR AT SUCH OTHER DATE
AND TIME AS TO WHICH THE INITIAL PURCHASERS MAY AGREE; AND NO STOP ORDER
SUSPENDING THE SALE OF THE NOTES IN ANY JURISDICTION SHALL HAVE BEEN ISSUED AND
NO PROCEEDING FOR THAT PURPOSE SHALL HAVE BEEN COMMENCED OR SHALL BE PENDING OR
THREATENED.
(B)
NONE OF THE INITIAL PURCHASERS SHALL HAVE DISCOVERED AND DISCLOSED TO THE
COMPANY ON OR PRIOR TO THE CLOSING DATE THAT THE OFFERING MEMORANDUM OR ANY
AMENDMENT OR SUPPLEMENT THERETO CONTAINS AN UNTRUE STATEMENT OF A FACT WHICH, IN
THE OPINION OF COUNSEL FOR THE INITIAL PURCHASERS, IS MATERIAL OR OMITS TO STATE
ANY FACT WHICH,