Common use of Covenants of the Company and the Subsidiary Guarantors Clause in Contracts

Covenants of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors covenants and agrees with each of the Initial Purchasers that: (a) The Company will not amend or supplement the Final Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent. The Company will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum that may be necessary or advisable in connection with the resale of the Securities by the Initial Purchasers. (b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; PROVIDED, HOWEVER, that in connection therewith, neither the Company nor the Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of $1,000 in any such jurisdiction where it is not then so subject. (c) If, at any time prior to the completion of the distribution by the Initial Purchasers of all of the Securities or the Private Exchange Notes, any event occurs or information becomes known as a result of which the Final Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final Memorandum to comply with applicable law, the Company will promptly notify the Initial Purchasers thereof and will prepare, at the expense of the Company, an amendment or supplement to the Final Memorandum that corrects such statement or omission or effects such compliance. (d) The Company will, without charge, promptly provide to the Initial Purchasers and to counsel for the Initial Purchasers as many copies of the Preliminary Memorandum and the Final Memorandum or any amendment or supplement thereto as the Initial Purchasers may reasonably request. (e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Final Memorandum. (f) Until the second anniversary of the Closing Date, the Company will furnish to the Initial Purchasers copies of all reports and other communications (financial or otherwise) furnished by the Company to the Trustee or to the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company with the Commission or any national securities exchange on which any class of securities of the Company may be listed. (g) Prior to the Closing Date, the Company will furnish to the Initial Purchasers, as soon as they have been prepared, a copy of any unaudited interim financial statements of the Company and the Subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the Final Memorandum. (h) None of the Company, the Subsidiaries or any of their Affiliates will sell, offer for 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 which would require the registration under the Act of the Securities. (i) The Company will not, and will not permit any of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Act. (j) For so long as any of the Securities remain outstanding, the Company will make available at its expense, upon request, to any holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) The Company will use its best efforts to (i) permit the Securities to be designated as PORTAL-eligible securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the NASD's Portal Market (the "PORTAL MARKET") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (l) In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S) the Company will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securities.

Covenants of the Company and the Subsidiary Guarantors. The ------------------------------------------------------ Company and each of the Subsidiary Guarantors covenants Guarantors, jointly and agrees severally, covenant and agree with each of the Initial Purchasers that: (a) The Company will furnish to the Initial Purchasers and to each of Xxxxxx, Xxxxxxxx, Xxxxx & Xxxxxxxx and Xxxxxxx, Xxxx & Xxxxxxxxx as soon as reasonably possible, without charge, during the period referred to in paragraph (c) below, as many copies of the Final Memorandum and any amendments and supplements thereto as they may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering of the Notes and will reimburse the Initial Purchasers for payment of the required PORTAL filing fee. (b) The Company will not amend or supplement the Final Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent. The Company will promptly, upon the reasonable request completion of the Initial Purchasers or counsel for distribution of the Notes by the Initial Purchasers, make any amendments or supplements to without the Preliminary Memorandum or the Final Memorandum that may be necessary or advisable in connection with the resale prior written consent of the Securities by the Initial Purchasers. (b) The Company and the Subsidiary Guarantors , which will cooperate with the Initial Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may not be necessary to complete the resale of the Securities; PROVIDED, HOWEVER, that in connection therewith, neither the Company nor the Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of $1,000 in any such jurisdiction where it is not then so subjectunreasonably withheld. (c) If, If at any time prior to the completion of the distribution of the Notes acquired by the Initial Purchasers of all pursuant to this Agreement, during which time you are required to deliver a Final Memorandum in connection with sales of the Securities or Notes by you (as reasonably determined by the Private Exchange NotesInitial Purchasers, upon the advice of counsel), any event occurs or information becomes known as a result of which the Final Memorandum Memorandum, as then amended or supplemented supplemented, would include any untrue statement of a material fact, fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is should be necessary at any time to amend or supplement the Final Memorandum to comply with applicable law, the Company will promptly notify the Initial Purchasers thereof and will prepare, at the expense of the Companysame and, subject to the requirements of paragraph (b) of this Section 5, will prepare and provide to the Initial Purchasers pursuant to paragraph (a) of this Section 5, an amendment or supplement to the Final Memorandum that corrects will correct such statement or omission or effects effect such compliance. (d) The Company will, without charge, promptly provide will use its best efforts to arrange for the qualification of the Notes for sale by the Initial Purchasers and to counsel for under the Initial Purchasers as many copies laws of the Preliminary Memorandum and the Final Memorandum or any amendment or supplement thereto such jurisdictions as the Initial Purchasers may reasonably requestdesignate and will maintain such qualifications in effect so long as required for the sale of the Notes by the Initial Purchasers; provided, however, that the Company will not be required to qualify generally to do business in any jurisdiction in which it is not then so qualified, to file any general consent to service of process or to take any other action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject. The Company will promptly advise the Initial Purchasers of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) The Company will apply Company, whenever it or any of its subsidiaries publishes or makes available to the net proceeds from public (by filing with any regulatory authority or securities exchange or by publishing a press release or otherwise) any information that would reasonably be expected to be material in the sale context of the Securities as set forth under "Use of Proceeds" in the Final Memorandum. (f) Until the second anniversary issue of the Closing DateNotes under this Agreement, the Company will furnish to shall promptly notify the Initial Purchasers copies of all reports and other communications (financial or otherwise) furnished by the Company as to the Trustee nature of such information or to event. The Company will likewise notify the holders Initial Purchasers of any decrease in the rating of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company with the Commission Notes or any national securities exchange on which any class of other debt securities of the Company may be listed. by any nationally recognized statistical rating organization (gas defined in Rule 436(g)(2) Prior to under the Closing Date, the Securities Act). The Company will furnish also deliver to the Initial Purchasers, as soon as they have been preparedavailable and without request, a copy copies of any unaudited interim its latest yearly and quarterly financial statements and any report of its auditors thereon; provided, however, -------- ------- that electronic filing of such material with the Company Securities and the Subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the Final MemorandumExchange Commission shall constitute timely delivery hereunder. (h) None of the Company, the Subsidiaries or any of their Affiliates will sell, offer for 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 which would require the registration under the Act of the Securities. (if) The Company will not, and will not permit any of the Subsidiaries its Affiliates to, resell any of the Notes that have been acquired by any of them, other than pursuant to an effective registration statement under the Securities Act. (g) Except as contemplated in the Registration Rights Agreement, none of the Company or any of its Affiliates, nor any person acting on its or their behalf (other than the Initial Purchasers or any of their respective Affiliates, as to whom the Company and the Subsidiary Guarantors make no representation, warranty or covenant) will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Notes under the Securities Act. (h) None of the Company or any of its Affiliates, nor any person acting on its or their behalf (other than the Initial Purchasers or any of their respective Affiliates, as to whom the Company and the Subsidiary Guarantors make no representation, warranty or covenant) will engage in any form of general solicitation or general advertising (as those terms are used in within the meaning of Regulation D under the ActD) in connection with the offering any offer or sale of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the ActNotes. (ji) For so So long as any of the Securities remain outstanding, Notes are "restricted securities" within the Company will make available at its expense, upon request, to any holder meaning of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4144(a)(3) under the Securities Act, unless at any time that the Company is not then subject to Section 13 or 15(d) of the Securities Exchange Act. (k) The Company will use its best efforts to (i) permit the Securities to be designated Act of 1934, as PORTAL-eligible securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the NASD's Portal Market amended (the "PORTAL MARKETExchange Act") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (l) In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S) ), the Company will not register any transfer provide at its expense ------------ to each holder of the Notes and to each prospective purchaser (as designated by such holder) of the Notes, upon the request of such Securities not made in accordance with the provisions of Regulation S and will notholder or prospective purchaser, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securities.information required to be provided by Rule 144A(d)(4) under the

Covenants of the Company and the Subsidiary Guarantors. The Each of ------------------------------------------------------ the Company and each of the Subsidiary Guarantors jointly and severally covenants and agrees with each of the Initial Purchasers Purchaser that: (a) The Company and the Subsidiary Guarantors will not amend or supplement the Final Memorandum Circular or any amendment or supplement thereto of which the Initial Purchasers Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers Purchaser shall not have given their consent. The Company and the Subsidiary Guarantors will promptly, upon the reasonable request of the Initial Purchasers Purchaser or counsel for the Initial PurchasersPurchaser, make any amendments or supplements to the Preliminary Memorandum Circular or the Final Memorandum Circular that may be necessary or advisable in connection with the resale of the Securities by the Initial PurchasersPurchaser. (b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchasers Purchaser in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers Purchaser may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; PROVIDEDprovided, HOWEVERhowever, that in connection therewith, neither of the Company nor the any -------- ------- Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of $1,000 a nominal dollar amount in any such jurisdiction where it is not then so subject. (c) If, at any time prior to the completion of the distribution initial resale by the Initial Purchasers of all Purchaser of the Securities or to persons other than affiliates of the Private Exchange NotesInitial Purchaser (as determined by the Initial Purchaser), any event occurs or information becomes known as a result of which the Final Memorandum Circular as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final Memorandum Circular to comply with applicable law, the Company and the Subsidiary Guarantors will promptly notify the Initial Purchasers Purchaser thereof and will prepare, at the expense of the CompanyCompany and the Subsidiary Guarantors, an amendment or supplement to the Final Memorandum Circular that corrects such statement or omission or effects such compliance. (d) The Company will, without charge, promptly provide to the Initial Purchasers Purchaser and to counsel for the Initial Purchasers Purchaser as many copies of the Preliminary Memorandum Circular and the Final Memorandum Circular or any amendment or supplement thereto as the Initial Purchasers Purchaser may reasonably request. (e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Final MemorandumCircular. (f) Until For and during the second anniversary of period ending on the Closing Datedate no Securities are outstanding, the Company will furnish to the Initial Purchasers Purchaser copies of all reports and other communications (financial or otherwise) furnished by the Company or the Subsidiary Guarantors to the Trustee Trustee, Warrant Agent or to the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company or the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company or the Subsidiary Guarantors may be listed. (g) Prior to the Closing Date, the Company will furnish to the Initial PurchasersPurchaser, as soon as they have been prepared, a copy of any unaudited interim financial statements of the Company and the Subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the Final MemorandumCircular. (h) From and after the date hereof until the second anniversary of the date hereof, the Company will not, and will not permit any of its "Affiliates" (as defined in Rule 144A under the Act) to, resell any Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them. (i) None of the Company, the Subsidiaries any of its Affiliates or any of person acting on its or their Affiliates will behalf will, directly or indirectly, sell, offer for 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 under circumstances which would require the registration under the Act of the Securities. (ij) The Company will not, and the Subsidiary Guarantors will not permit solicit any offer to buy or offer to sell the Securities by means of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Act. (jk) For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors will make available at its expenseavailable, upon request, to any holder seller of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (kl) The Each of the Company and the Subsidiary Guarantors will use its best efforts to (i) permit the Securities to be designated as PORTAL-eligible PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") NASD relating to trading in the NASD's Portal Market Private Offerings, Resales and Trading through Automated Linkages market (the "PORTAL MARKETMarket") and (ii) permit the Securities to be eligible for ------------- clearance and settlement through The Depository Trust CompanyDTC. (lm) The Company and the Subsidiary Guarantors agree that prior to any registration of the Securities pursuant to the Registration Rights Agreement, or at such earlier time as may be required, the Indenture shall be qualified under the TIA and will cause to be entered into any necessary supplemental indentures in connection therewith. (n) In connection with any disposition of Securities offered and sold pursuant to a transaction made in an offshore transaction compliance with the transfer restrictions referred to in the Final Circular, the Company will reissue certificates evidencing such Securities without a restrictive legend (as defined in Regulation Sprovided, if requested, that the legal opinion referenced therein so permits). (o) During the period of three years after the last date of original issuance of the Securities, the Company will not register be or become an "investment company" under the Investment Company Act. (p) Except as disclosed in the Final Circular prior to March 12, 1998, the Company will not, without the prior written consent of the Initial Purchaser, directly or indirectly, issue, sell, offer or agree to sell, grant any transfer of such option for the sale of, or otherwise dispose of, or enter into an agreement to sell Securities, any security convertible into, or exchangeable or exerciseable for, Securities not made or any securities substantially similar to the Securities (except for the Securities issued pursuant to this Agreement or exchangeable therefor in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securitiesRights Agreements).

Covenants of the Company and the Subsidiary Guarantors. The ------------------------------------------------------ Company and each of the Subsidiary Guarantors covenants and agrees with each of the Initial Purchasers that: (a) The Company will not amend or supplement the Final Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent. The Company will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum that may be necessary or advisable in connection with the resale of the Securities by the Initial Purchasers. (b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; PROVIDEDprovided, HOWEVERhowever, that in connection therewith, neither the Company nor the -------- ------- Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of $1,000 a nominal dollar amount in any such jurisdiction where it is not then so subject. (c) If, at any time prior to the completion of the distribution by the Initial Purchasers of all of the Securities or the Private Exchange Notes, any event occurs or information becomes known as a result of which the Final Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final Memorandum to comply with applicable law, the Company will promptly notify the Initial Purchasers thereof and will prepare, at the expense of the Company, an amendment or supplement to the Final Memorandum that corrects such statement or omission or effects such compliance. (d) The Company will, without charge, promptly provide to the Initial Purchasers and to counsel for the Initial Purchasers as many copies of the Preliminary Memorandum and the Final Memorandum or any amendment or supplement thereto as the Initial Purchasers may reasonably request. (e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Final Memorandum. (f) Until the second anniversary For so long as any of the Closing DateSecurities remain outstanding, the Company will furnish to the Initial Purchasers copies of all reports and other communications (financial or otherwise) furnished by the Company to the Trustee or to the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company with the Commission or any national securities exchange on which any class of securities of the Company may be listed. (g) Prior to the Closing Date, the Company will furnish to the Initial Purchasers, as soon as they have been prepared, a copy of any unaudited interim financial statements of the Company and the Subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the Final Memorandum. (h) None of the Company, the Subsidiaries or any of their Affiliates will sell, offer for 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 which would require the registration under the Act of the Securities. (i) The Company will not, and will not permit any of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Act. (j) For so long as any of the Securities remain outstanding, the Company will make available at its expense, upon request, to any holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) The Company will use its best efforts to (i) permit the Securities to be designated as PORTAL-eligible eligable securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") NASD relating to trading in the NASD's 'S Portal Market (the "PORTAL MARKETPortal Market") and (ii) permit the Securities to be ------------- eligible for clearance and settlement through The Depository Trust Company. (l) In connection with Securities offered and sold in an offshore off shore transaction (as defined in Regulation S) the Company will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securities.

Covenants of the Company and the Subsidiary Guarantors. The Each of the Company and each of the Subsidiary Guarantors jointly and severally covenants and agrees with each of the Initial Purchasers Purchaser that: (a) The Company and the Subsidiary Guarantors will not amend or supplement the Final Memorandum Circular or any amendment or supplement thereto of which the Initial Purchasers Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers Purchaser shall not have given their consent. The Company and the Subsidiary Guarantors will promptly, upon the reasonable request of the Initial Purchasers Purchaser or counsel for the Initial PurchasersPurchaser, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum Circular that may be necessary or advisable in connection with the resale of the Securities by the Initial PurchasersPurchaser. (b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchasers Purchaser in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers Purchaser may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; PROVIDEDprovided, HOWEVERhowever, that in connection therewith, neither of the Company nor the any Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of $1,000 a nominal dollar amount in any such jurisdiction where it is not then so subject. (c) If, at any time prior to the completion of the distribution initial resale by the Initial Purchasers of all Purchaser of the Securities or to persons other than affiliates of the Private Exchange NotesInitial Purchaser (as determined by the Initial Purchaser), any event occurs or information becomes known as a result of which the Final Memorandum Circular as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final Memorandum Circular to comply with applicable law, the Company and the Subsidiary Guarantors will promptly notify the Initial Purchasers Purchaser thereof and will prepare, at the expense of the CompanyCompany and the Subsidiary Guarantors, an amendment or supplement to the Final Memorandum Circular that corrects such statement or omission or effects such compliance. (d) The Company will, without charge, promptly provide to the Initial Purchasers Purchaser and to counsel for the Initial Purchasers Purchaser as many copies of the Preliminary Memorandum and the Final Memorandum Circular or any amendment or supplement thereto as the Initial Purchasers Purchaser may reasonably reasonable request. (e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Final MemorandumCircular. (f) Until For and during the second anniversary of period ending on the Closing Datedate no Securities are outstanding, the Company will furnish to the Initial Purchasers Purchaser copies of all reports and other communications (financial or otherwise) furnished by the Company or the Subsidiary Guarantors to the Trustee Trustee, Warrant Agent or to the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company or the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company or the Subsidiary Guarantors may be listed. (g) Prior to the Closing Date, the Company will furnish to the Initial PurchasersPurchaser, as soon as they have been prepared, if at all, a copy of any unaudited interim financial statements of the Company and the Subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the Final MemorandumCircular. (h) None of the Company, the Subsidiaries Company or any of their its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Act) that which could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities. (i) The Company will not, and the Subsidiary Guarantors will not permit solicit any offer to buy or offer to sell the Securities by means of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Act. (j) For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors will make available at its expenseavailable, upon request, to any holder seller of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) The Each of the Company and the Subsidiary Guarantors will use its best efforts to (i) permit the Securities to be designated as PORTAL-eligible PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") NASD relating to trading in the NASD's Portal Market Private Offerings, Resales and Trading through Automated Linkages market (the "PORTAL MARKETMarket") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust CompanyDTC. (l) In connection with The Company and the Subsidiary Guarantors agree that prior to any registration of the Securities offered and sold in an offshore transaction (pursuant to the Registration Rights Agreement, or at such earlier time as defined in Regulation S) may be required, the Company will not register any transfer of such Securities not made in accordance with Indenture shall be qualified under the provisions of Regulation S TIA and will not, except cause to be entered into any necessary supplemental indentures in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securitiesconnection therewith.

Covenants of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors covenants Guarantors, jointly and agrees severally, covenant and agree with each of the Initial Purchasers thatas follows: (a) The Until the later of (i) the completion of the distribution of the Notes by the Initial Purchasers (as determined by the Initial Purchasers) and (ii) the Closing Date, the Company will not amend or supplement the Pricing Disclosure Package and the Final Memorandum or otherwise distribute or refer to any amendment written communication (as defined under Rule 405 of the Act) that constitutes an offer to sell or supplement thereto a solicitation of which an offer to buy the Notes (other than the Pricing Disclosure Package, the Recorded Road Show and the Final Memorandum) or file any report with the Commission under the Exchange Act unless the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment amendment, supplement or supplement report and as to which the Initial Purchasers shall not have given their consent, which consent shall not be unreasonably withheld. The Company will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Preliminary Memorandum or Pricing Disclosure Package and the Final Memorandum that may be necessary or advisable in connection with the resale of the Securities Notes by the Initial Purchasers. (b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchasers in arranging for the qualification of the Securities Notes for offering and sale under the securities or "“Blue Sky" ” laws of such jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the SecuritiesNotes; PROVIDEDprovided, HOWEVERhowever, that in connection therewith, neither the Company nor the Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of $1,000 a nominal dollar amount in any such jurisdiction where it is not then so subject. (c1) If, at any time prior to the completion of the distribution sale by the Initial Purchasers of all of the Securities Notes or the Private Exchange Notes, any event occurs or information becomes known as a result of which the Pricing Disclosure Package and the Final Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Pricing Disclosure Package and the Final Memorandum to comply with applicable law, the Company will promptly notify the Initial Purchasers thereof and will prepare, at the expense of the Company, an amendment or supplement to the Pricing Disclosure Package and the Final Memorandum that corrects such statement or omission or effects such compliancecompliance and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or any Issuer Written Communication would conflict with the Pricing Disclosure Package as then amended or supplemented, or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package so that any of the Pricing Disclosure Package or any Issuer Written Communication will comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (a) above, furnish to the Initial Purchasers such amendments or supplements to the Pricing Disclosure Package or any Issuer Written Communication (it being understood that any such amendments or supplements may take the form of an amended or supplemented Final Memorandum) as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading or so that any Issuer Written Communication will not conflict with the Pricing Disclosure Package or so that the Pricing Disclosure Package or any Issuer Written Communication as so amended or supplemented will comply with law. (d) The Company will, without charge, promptly provide to the Initial Purchasers and to counsel for the Initial Purchasers as many copies of the Preliminary Memorandum Pricing Disclosure Package, any Issuer Written Communication and the Final Memorandum or any amendment or supplement thereto as the Initial Purchasers may reasonably request. (e) The Company will apply the net proceeds from the sale of the Securities Notes as set forth under "“Use of Proceeds" ” in the Pricing Disclosure Package and the Final Memorandum. (f) Until For two years following the second anniversary offering of the Closing DateNotes, the Company will furnish to the Initial Purchasers copies of all reports and other communications (financial or otherwise) furnished by the Company to the Trustee or to the holders of the Securities Notes and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company and the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company may be listed. (g) Prior to the Closing Date, the Company will furnish to the Initial Purchasers, as soon as they have been prepared, a copy of any unaudited interim financial statements of the Company and the Subsidiaries Subsidiary Guarantors for any period subsequent to the period covered by the most recent financial statements appearing in the Pricing Disclosure Package and the Final Memorandum. (h) None of the Company, the Subsidiaries Company or any of their its Affiliates will sell, offer for 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 Notes in a manner which would require the registration under the Act of the SecuritiesNotes. (i) The Company will not, and will not permit any of the Subsidiaries or their respective Affiliates or persons acting on their behalf to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any directed selling efforts (as such term is defined in the Securities Act) in connection with the offering of the Securities Notes or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Act. (j) For so long as any of the Securities Notes remain outstanding, the Company will make available at its expense, upon request, to any holder of such Securities Notes and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) The Company will use its best reasonable efforts to (i) permit the Securities to be designated as PORTAL-eligible securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the NASD's Portal Market (the "PORTAL MARKET") and (ii) permit the Securities Notes to be eligible for clearance and settlement through The Depository Trust Company. (l) During the period beginning on the date hereof and continuing to the date that is 180 days after the Closing Date, without the prior written consent of Deutsche Bank Securities Inc., the Company will not offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company (or guaranteed by the Company) that are substantially similar to the Notes. (m) In connection with Securities Notes offered and sold in an offshore off-shore transaction (as defined in Regulation S) the Company will not authorize the Trustee to register any transfer of such Securities Notes not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities Notes in the form of definitive securities. (n) The Company will not, and will not permit any of its Affiliates to, engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Notes. (o) During the period from the Closing Date until one year after the Closing Date, without the prior written consent of the Initial Purchasers, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Notes that have been reacquired by them, except for Notes purchased by the Company and the Subsidiary Guarantors or any of their affiliates and resold in a transaction registered under the Securities Act.

Covenants of the Company and the Subsidiary Guarantors. The Each of the Company and each of the Subsidiary Guarantors jointly and severally covenants and agrees with each of the Initial Purchasers Purchaser that: (a) The Company and the Subsidiary Guarantors will not amend or supplement the Final Memorandum Circular or any amendment or supplement thereto of which the Initial Purchasers Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers Purchaser shall not have given their consent. The Company and the Subsidiary Guarantors will promptly, upon the reasonable request of the Initial Purchasers Purchaser or counsel for the Initial PurchasersPurchaser, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum Circular that may be necessary or advisable in connection with the resale of the Securities by the Initial PurchasersPurchaser. (b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchasers Purchaser in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers Purchaser may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; PROVIDEDprovided, HOWEVERhowever, that in connection therewith, neither of the Company nor the any Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of $1,000 a nominal dollar amount in any such jurisdiction where it is not then so subject. (c) If, at any time prior to the completion of the distribution initial resale by the Initial Purchasers of all Purchaser of the Securities or to persons other than affiliates of the Private Exchange NotesInitial Purchaser (as determined by the Initial Purchaser), any event occurs or information becomes known as a result of which the Final Memorandum Circular as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final Memorandum Circular to comply with applicable law, the Company and the Subsidiary Guarantors will promptly notify the Initial Purchasers Purchaser thereof and will prepare, at the expense of the CompanyCompany and the Subsidiary Guarantors, an amendment or supplement to the Final Memorandum Circular that corrects such statement or omission or effects such compliance. (d) The Company will, without charge, promptly provide to the Initial Purchasers Purchaser and to counsel for the Initial Purchasers Purchaser as many copies of the Preliminary Memorandum Circular and the Final Memorandum Circular or any amendment or supplement thereto as the Initial Purchasers Purchaser may reasonably reasonable request. (e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Final MemorandumCircular. (f) Until For and during the second anniversary of period ending on the Closing Datedate no Securities are outstanding, the Company will furnish to the Initial Purchasers Purchaser copies of all reports and other communications (financial or otherwise) furnished by the Company or the Subsidiary Guarantors to the Trustee or to the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company or the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company or the Subsidiary Guarantors may be listed. (g) Prior to the Closing Date, the Company will furnish to the Initial PurchasersPurchaser, as soon as they have been prepared, if at all, a copy of any unaudited interim financial statements of the Company and the Subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the Final MemorandumCircular. (h) None of the Company, the Subsidiaries Company or any of their its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Act) that which could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities. (i) The Company will not, and the Subsidiary Guarantors will not permit solicit any offer to buy or offer to sell the Securities by means of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Act. (j) For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors will make available at its expenseavailable, upon request, to any holder seller of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) The Each of the Company and the Subsidiary Guarantors will use its best efforts to (i) permit the Securities to be designated as PORTAL-eligible PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") NASD relating to trading in the NASD's Portal Market Private Offerings, Resales and Trading through Automated Linkages market (the "PORTAL MARKETMarket") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust CompanyDTC. (l) In connection with The Company and the Subsidiary Guarantors agree that prior to any registration of the Securities offered and sold in an offshore transaction (pursuant to the Registration Rights Agreement, or at such earlier time as defined in Regulation S) may be required, the Company will not register any transfer of such Securities not made in accordance with Indenture shall be qualified under the provisions of Regulation S TIA and will not, except cause to be entered into any necessary supplemental indentures in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securitiesconnection therewith.

Covenants of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors covenants Guarantors, jointly and agrees severally, covenant and agree with each of the Initial Purchasers Underwriter that: (a) If the Effective Date is on or before the date of this Agreement, the Company shall comply with the provisions of and make all requisite filings with the Commission pursuant to Rule 424(b) not later than the Commission's close of business on the second Business Day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) of the Rules and Regulations. The Company will not amend shall advise you, promptly after it receives notice thereof, of the time when, if the Effective Date is on or supplement before the Final Memorandum date of this Agreement, any amendment to the Registration Statement or, if the Effective Date is after the date of this Agreement, the Registration Statement or any amendment thereto, has been filed or becomes effective or any supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment Prospectus or supplement and as to which the Initial Purchasers shall not have given their consentany amended Prospectus has been filed. The Company will promptlyshall notify you promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information; the Company and the Subsidiary Guarantors shall prepare and file with the Commission, promptly upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasersyour request, make any amendments or supplements to the Preliminary Memorandum Registration Statement or the Final Memorandum that Prospectus which, in your opinion, may be necessary or advisable in connection with the resale distribution of the Securities Debentures; and the Company and the Subsidiary Guarantors shall not file any amendment or supplement to the Registration Statement or the Prospectus or file any document under the Exchange Act before the termination of the offering of the Debentures by the Initial PurchasersUnderwriters if such document would be deemed to be incorporated by reference into the Prospectus, which filing is not consented to by you after reasonable notice thereof, such consent not to be unreasonably withheld or delayed. The Company shall advise you promptly of the issuance by the Commission or any State or other regulatory body of any stop order or other order suspending the effectiveness of the Registration Statement, suspending or preventing the use of any Preliminary Prospectus or the Prospectus or suspending the qualification of the Debentures for offering or sale in any jurisdiction, or of the institution of any proceedings for any such purpose; and the Company shall use its best efforts to prevent the issuance of any stop order or other such order and, should a stop order or other such order be issued, to obtain as soon as possible the lifting thereof. (b) The Company shall furnish to each of you and to counsel for the Subsidiary Guarantors will cooperate Underwriters a signed copy of the Registration Statement as originally filed and each amendment thereto filed with the Initial Purchasers in arranging for Commission, including all consents and exhibits filed therewith, and shall furnish to the qualification Underwriters such number of conformed copies of the Securities for offering Registration Statement, as originally filed and sale each amendment thereto (excluding exhibits other than this Agreement), the Prospectus and all amendments and supplements to any of such documents (including any document filed under the securities Exchange Act and deemed to be incorporated by reference in the Preliminary Prospectus or "Blue Sky" laws of Prospectus), in each case as soon as available and in such jurisdictions quantities as the Initial Purchasers you may designate and will continue such qualifications in effect for as long as may be necessary from time to complete the resale of the Securities; PROVIDED, HOWEVER, that in connection therewith, neither the Company nor the Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of $1,000 in any such jurisdiction where it is not then so subjecttime reasonably request. (c) If, at any Within the time prior during which the Prospectus relating to the completion of Debentures is required to be delivered under the distribution Securities Act, the Company shall comply with all requirements imposed upon it by the Initial Purchasers Securities Act, as now and hereafter amended, and by the Rules and Regulations, as from time to time in force, so far as is necessary to permit the continuance of all sales of or dealings in the Securities or Debentures as contemplated by the Private Exchange Notes, provisions hereof and by the Prospectus. If during such period any event occurs or information becomes known as a result of which the Final Memorandum Prospectus as then amended or supplemented would include any an untrue statement of a material fact, fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were madethen existing, not misleading, or if for any other reason during such period it is necessary at any time to amend the Registration Statement or supplement the Final Memorandum Prospectus or file any document to comply with applicable lawthe Securities Act, the Company will shall promptly notify you and shall amend the Initial Purchasers thereof and will prepare, Registration Statement or supplement the Prospectus or file any document (at the expense of the Company, an amendment or supplement ) so as to the Final Memorandum that corrects correct such statement or omission or effects to effect such compliance. (d) The Company willand the Subsidiary Guarantors shall take or cause to be taken all necessary action and furnish to whomever you may direct such information as may be required in qualifying the Debentures and the Subsidiary Guarantees for offering and sale under the laws of such jurisdictions as you shall designate, without charge, promptly provide to the Initial Purchasers and to counsel continue such qualifications in effect for as long as may be necessary for the Initial Purchasers as many copies distribution of the Preliminary Memorandum and Debentures; except that in no event shall the Final Memorandum Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any amendment or supplement thereto as the Initial Purchasers may reasonably requestjurisdiction where it is not currently so subject. (e) The Company will apply and the net proceeds from Subsidiary Guarantors shall make generally available to their security holders (and shall deliver to you), in the sale manner contemplated by Rule 158(b) under the Securities Act or otherwise, as soon as practicable but in any event not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the Effective Date occurs (or not later than 90 days after the end of such fiscal quarter if such fiscal quarter is the last fiscal quarter of the fiscal year), an earnings statement satisfying the requirements of Section 11(a) of the Securities as set forth under "Use Act and covering a period of Proceeds" in at least 12 consecutive months beginning after the Final MemorandumEffective Date. (f) Until Whether or not this Agreement becomes effective or is terminated or the second anniversary sale of the Closing Debentures to the Underwriters is consummated, the Company shall pay or cause to be paid (A) all fees and expenses (including, without limitation, all registration and filing fees and fees and expenses of the Company's accountants but excluding fees and expenses of counsel for the Underwriters) incurred in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Prospectus, the Indenture, the Statement of Eligibility and Qualification of the Trustee on Form T-1 filed with the Commission (the "Form T-1") and any amendments or supplements of the foregoing and any documents incorporated by reference into any of the foregoing and the copying, delivery and shipping of this Agreement and Blue Sky Memoranda, (B) all fees and expenses incurred in connection with the preparation and delivery to the Underwriters of the Debentures (including the cost of printing the Debentures), (C) all filing fees and fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the Debentures under state securities or Blue Sky laws as provided in Section 4(d) hereof, (D) any fees required to be paid to rating agencies incurred in connection with the rating of the Debentures, (E) the fees, costs and charges of the Trustee, including the fees and disbursements of counsel for the Trustee, and (F) all other costs and expenses incident to the performance of its obligations hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 6 and Section 8 hereof, the Underwriters shall pay all of their own costs and expenses, including the fees of their counsel and any advertising expenses incurred in connection with any offers they may make. If the sale of the Debentures provided for herein is not consummated by reason of acts of the Company or changes in circumstances of the Company pursuant to Section 8 hereof which prevent this Agreement from becoming effective, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed or because any other condition of the Underwriters' obligations hereunder is not fulfilled or if the Underwriters shall decline to purchase the Debentures for any reason permitted under this Agreement, the Company shall reimburse the several Underwriters for all reasonable out-of-pocket disbursements (including fees and disbursements of counsel) incurred by the Underwriters in connection with any investigation or preparation made by them in respect of the marketing of the Debentures or in contemplation of the performance by them of their obligations hereunder. (g) During the period of one year from the Effective Date, the Company will shall furnish to the Initial Purchasers Underwriters, copies of all reports and or other communications (financial or otherwise) furnished by the Company to the Trustee or to the holders of the Securities and, as soon as available, stockholders and copies of any reports or financial statements furnished to or filed by the Company with the Commission or the New York Stock Exchange (the "NYSE") or any other national securities exchange or association on which any class of securities of the Company may be is quoted or listed. (g) Prior to the Closing Date, and the Company will shall furnish to the Initial Purchasers, as soon as they have been prepared, a copy Underwriters copies of any unaudited interim financial statements of the Company all reports and the Subsidiaries for any period subsequent other communications furnished to the period covered by the most recent financial statements appearing in the Final MemorandumNoteholders. (h) None Until termination of the Company, the Subsidiaries or any of their Affiliates will sell, offer for 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 which would require the registration under the Act of the Securities. (i) The Company will not, and will not permit any of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Act. (j) For so long as any of the Securities remain outstandingDebentures, the Company will make available at its expense, upon request, shall timely file all documents and amendments to any holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject previously filed documents required to be filed by it pursuant to Section 13 12, 13, 14 or 15(d) of the Exchange Act. (ki) The Company will use its best efforts to (i) permit shall apply the Securities to be designated net proceeds from the sale of the Debentures as PORTAL-eligible securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading set forth in the NASD's Portal Market (the "PORTAL MARKET") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust CompanyProspectus. (l) In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S) the Company will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securities.

Covenants of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors covenants Guarantors, jointly and agrees severally covenant and agree with each of the Initial Purchasers Purchaser that: (a) The Company will not amend or supplement the Final Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent. The Company will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum that may be necessary or advisable in connection with the resale of the Securities by the Initial Purchasers. (b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchasers Purchaser in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers Purchaser may designate and will continue such qualifications qualification in effect for as long as may be necessary to complete the resale of the Securities; PROVIDEDprovided, HOWEVERhowever, that in connection therewith, neither none of the Company nor or the Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself themselves to taxation in excess of $1,000 a nominal dollar amount in any such jurisdiction where it is not then so subject. (c) If, at any time prior to the earlier of the completion of the distribution by the Initial Purchasers of all Purchaser of the Securities or the Private Exchange NotesNotes or the effectiveness of a registration statement pursuant to the terms of the Registration Rights Agreement, any event occurs or information becomes known as a result of which the Final Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any during such time to amend or supplement the Final Memorandum to comply with applicable law, the Company will promptly notify the Initial Purchasers Purchaser thereof and will prepare, at the expense of the Company, an amendment or supplement to the Final Memorandum that corrects such statement or omission or effects such compliance. (d) The Company will, without charge, promptly provide to the Initial Purchasers Purchaser and to counsel for the Initial Purchasers Purchaser as many copies of the Preliminary Memorandum and the Final Memorandum or any amendment or supplement thereto as the Initial Purchasers Purchaser may reasonably request. (e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Final Memorandum. (f) Until the second anniversary of the Closing Date, the Company will furnish to the Initial Purchasers copies of all reports and other communications (financial or otherwise) furnished by the Company to the Trustee or to the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company with the Commission or any national securities exchange change on which any class of securities of the Company may be listed. (g) Prior to the Closing Date, the Company will furnish to the Initial PurchasersPurchaser, as soon as they have it has been prepared, a copy of any unaudited interim financial statements of the Company and the Subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the Final Memorandum. (h) None of the Company, the Subsidiaries or any of their Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Act) that which could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities. (i) The Company will not, and will not permit any of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a public offering of the Securities within the meaning of Section 4(2) of the Act. (j) For so long as any of the Securities remain outstanding, the Company will make available at its expense, upon request, to any holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) The Company will use its best efforts to (i) permit the Securities to be designated as PORTAL-eligible PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") NASD relating to trading in the NASD's Portal Market Private Offerings, Resales and Trading through Automated Linkages market (the "PORTAL MARKETPortal Market") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (l) In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S) the Company will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securities.

Covenants of the Company and the Subsidiary Guarantors. The Each of the Company and each of the Subsidiary Guarantors jointly and severally covenants and agrees with each of the Initial Purchasers Purchaser that: (a) The Company and the Subsidiary Guarantors will not amend or supplement the Final Memorandum Circular or any amendment or supplement thereto of which the Initial Purchasers Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers Purchaser shall not have given their consent. The Company and the Subsidiary Guarantors will promptly, upon the reasonable request of the Initial Purchasers Purchaser or counsel for the Initial PurchasersPurchaser, make any amendments or supplements to the Preliminary Memorandum Circular or the Final Memorandum Circular that may be necessary or advisable in connection with the resale of the Securities by the Initial PurchasersPurchaser. (b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchasers Purchaser in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers Purchaser may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; PROVIDEDprovided, HOWEVERhowever, that in connection therewith, neither of the Company nor the any Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of $1,000 a nominal dollar amount in any such jurisdiction where it is not then so subject. (c) If, at any time prior to the completion of the distribution initial resale by the Initial Purchasers of all Purchaser of the Securities or to persons other than affiliates of the Private Exchange NotesInitial Purchaser (as determined by the Initial Purchaser), any event occurs or information becomes known as a result of which the Final Memorandum Circular as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final Memorandum Circular to comply with applicable law, the Company and the Subsidiary Guarantors will promptly notify the Initial Purchasers Purchaser thereof and will prepare, at the expense of the CompanyCompany and the Subsidiary Guarantors, an amendment or supplement to the Final Memorandum Circular that corrects such statement or omission or effects such compliance. (d) The Company will, without charge, promptly provide to the Initial Purchasers Purchaser and to counsel for the Initial Purchasers Purchaser as many copies of the Preliminary Memorandum Circular and the Final Memorandum Circular or any amendment or supplement thereto as the Initial Purchasers Purchaser may reasonably reasonable request. (e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Final MemorandumCircular. (f) Until For and during the second anniversary of period ending on the Closing Datedate no Securities are outstanding, the Company will furnish to the Initial Purchasers Purchaser copies of all reports and other communications (financial or otherwise) furnished by the Company or the Subsidiary Guarantors to the Trustee Trustee, Warrant Agent or to the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company or the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company or the Subsidiary Guarantors may be listed. (g) Prior to the Closing Date, the Company will furnish to the Initial Purchasers, as soon as they have been prepared, a copy of any unaudited interim financial statements of the Company and the Subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the Final Memorandum. (h) None of the Company, the Subsidiaries Company or any of their its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Act) that which could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities. (i) The Company will not, and the Subsidiary Guarantors will not permit solicit any offer to buy or offer to sell the Securities by means of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Act. (j) For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors will make available at its expenseavailable, upon request, to any holder seller of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) The Each of the Company and the Subsidiary Guarantors will use its best efforts to (i) permit the Securities to be designated as PORTAL-eligible PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") NASD relating to trading in the NASD's Portal Market Private Offerings, Resales and Trading through Automated Linkages market (the "PORTAL MARKETMarket") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust CompanyDTC. (l) In connection with The Company and the Subsidiary Guarantors agree that prior to any registration of the Securities offered and sold in an offshore transaction (pursuant to the Registration Rights Agreement, or at such earlier time as defined in Regulation S) may be required, the Company will not register any transfer of such Securities not made in accordance with Indenture shall be qualified under the provisions of Regulation S TIA and will not, except cause to be entered into any necessary supplemental indentures in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securitiesconnection therewith.