COVENANTS OF THE INITIAL PURCHASERS Clause Samples

COVENANTS OF THE INITIAL PURCHASERS. Each of the Initial Purchasers severally (and in the case of ▇.▇. ▇▇▇▇▇▇ Securities Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Deutsche Bank Securities Inc., jointly and severally with their respective Canadian affiliate Sub-Purchaser), covenants with the Issuer and Parent as follows: (a) Upon the request of the Issuer, each Sub-Purchaser and each Initial Purchaser that does not have a Canadian affiliate Sub-Purchaser, will use reasonable best efforts to execute each Canadian Prospectus and any amendment or supplement thereto, presented to the Initial Purchaser or Sub-Purchaser, as the case may be, for execution and each Initial Purchaser that has a Canadian affiliate Sub-Purchaser, if required by Canadian Securities Commissions, will use reasonable best efforts (which for greater certainty shall not include obtaining additional registrations under Canadian Securities Laws) to execute each Canadian Prospectus and any amendment or supplement thereto, presented to such Initial Purchaser for execution and each Initial Purchaser and Sub-Purchaser will use reasonable best efforts to assist the Issuer in obtaining any requisite regulatory approvals in connection with the preparation and filing of such documents; and (b) such Initial Purchaser or Sub-Purchaser, as the case may be, will use reasonable best efforts to complete the distribution of the Exchange Securities and will, in accordance with Canadian Securities Laws, deliver copies of the Prospectus to holders of the Qualification Securities and assist the Issuer in facilitating procedures under the Exchange Offer.

COVENANTS OF THE INITIAL PURCHASERS. (a) Each of the Initial Purchasers severally acknowledges that the Notes have not been and will not be registered under the Securities Act and agrees that it, its affiliates and any person acting on its or their behalf: (i) will not offer or sell the Notes in the United States by any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; (ii) will not engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes and will comply with the offering restrictions requirements of Regulation S; and (iii) will offer or sell the Notes only (1) in offshore transactions in accordance with Rule 903 of Regulation S in the manner described in Section 2 hereof or (2) to persons whom it reasonably believes to be QIBs within the meaning of Rule 144A under the Securities Act in transactions meeting the requirements of Rule 144A.

COVENANTS OF THE INITIAL PURCHASERS. Each of the Initial Purchasers, jointly and severally, covenants and agrees, subject to the terms and conditions hereof, that they will (i) execute and deliver such instruments and take such other actions as the Company may reasonably require in order to carry out the intent and purpose of this Commitment Agreement and the Plan, (ii) use their best efforts, diligently and in good faith, to obtain any consents required herein to be obtained by them, (iii) diligently support this Commitment Agreement and the Plan in any proceeding before the Bankruptcy Court or any other governmental or regulatory authority whose approval of the transaction contemplated hereby and by the Plan is required, (iv) vote the Claims held by them in favor of the confirmation of the Plan, (v) use their best efforts, diligently and in good faith, to oppose any litigation that seeks to restrain or prohibit the consummation of the transactions contemplated hereby or by the Plan and (vi) use their best efforts, diligently and in good faith, to cause the conditions precedent set forth in Article IX hereof to be satisfied.

COVENANTS OF THE INITIAL PURCHASERS. Upon the authorization by you of the release of the Preferred Securities, the several Initial Purchasers propose to offer the Preferred Securities for sale upon the terms and conditions set forth in this Agreement and the Offering Circular, and each Initial Purchaser hereby represents and warrants to and agrees with the Trust and the Company that: (a) It will offer and sell the Preferred Securities only (i) to persons who it reasonably believes are "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A of the Securities Act under the Act in transactions meeting the requirements of Rule 144A, (ii) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act, and (iii) upon the terms and conditions set forth in Annex I to the Trust Agreement; and (b) It will not offer or sell the Preferred Securities, the Convertible Debentures, the Guarantee or the shares of Company Common Stock issuable upon conversion of the Preferred Securities and the Convertible Debentures by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act.