AND SHALL CONTINUE SUCH QUALIFICATIONS, REGISTRATIONS AND EXEMPTIONS IN
EFFECT SO LONG AS REQUIRED FOR THE DISTRIBUTION OF THE NOTES.
THE COMPANY SHALL
NOT BE REQUIRED TO QUALIFY AS A FOREIGN CORPORATION OR TO TAKE ANY ACTION THAT
WOULD SUBJECT IT TO GENERAL SERVICE OF PROCESS IN ANY SUCH JURISDICTION WHERE IT
IS NOT PRESENTLY QUALIFIED OR WHERE IT WOULD BE SUBJECT TO TAXATION AS A FOREIGN
CORPORATION.
THE COMPANY WILL ADVISE THE INITIAL PURCHASER PROMPTLY OF THE
SUSPENSION OF THE QUALIFICATION OR REGISTRATION OF (OR ANY SUCH EXEMPTION
RELATING TO) THE NOTES FOR OFFERING, SALE OR TRADING IN ANY JURISDICTION OR ANY
INITIATION OR THREAT OF ANY PROCEEDING FOR ANY SUCH PURPOSE, AND IN THE EVENT OF
THE ISSUANCE OF ANY ORDER SUSPENDING SUCH QUALIFICATION, REGISTRATION OR
EXEMPTION,
9
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO OBTAIN THE WITHDRAWAL
THEREOF AT THE EARLIEST POSSIBLE MOMENT.
(E)
RULE 144A INFORMATION.
FOR SO LONG AS ANY OF THE NOTES ARE "RESTRICTED
SECURITIES" WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT, THE
COMPANY SHALL PROVIDE TO ANY HOLDER OF THE NOTES OR TO ANY PROSPECTIVE PURCHASER
OF THE NOTES DESIGNATED BY ANY HOLDER, UPON REQUEST OF SUCH HOLDER OR
PROSPECTIVE PURCHASER, INFORMATION REQUIRED TO BE PROVIDED BY RULE 144A(D)(4) OF
THE SECURITIES ACT IF, AT THE TIME OF SUCH REQUEST, THE COMPANY IS NOT SUBJECT
TO THE REPORTING REQUIREMENTS UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT.
(F)
COMPLIANCE WITH SECURITIES LAW.
DURING THE PERIOD BEGINNING ON THE
APPLICABLE TIME AND ENDING ON THE DATE WHICH IS THE EARLIER OF NINE MONTHS AFTER
THE APPLICABLE TIME OR THE COMPLETION OF THE RESALE OF THE NOTES BY THE INITIAL
PURCHASER (AS NOTIFIED BY THE INITIAL PURCHASER TO THE COMPANY), THE COMPANY
WILL COMPLY WITH ALL APPLICABLE SECURITIES AND OTHER LAWS, RULES AND REGULATIONS
IN ALL MATERIAL RESPECTS, INCLUDING, WITHOUT LIMITATION, THE SARBANES-OXLEY ACT,
AND USE ITS REASONABLE BEST EFFORTS TO CAUSE THE COMPANY'S DIRECTORS AND
OFFICERS, IN THEIR CAPACITIES AS SUCH, TO COMPLY WITH SUCH LAWS, RULES AND
REGULATIONS, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF THE SARBANES-OXLEY
ACT.
(G)
LEGENDS.
EACH OF THE NOTES WILL BEAR, TO THE EXTENT APPLICABLE, THE LEGEND
CONTAINED IN "NOTICE TO INVESTORS" IN THE DISCLOSURE PACKAGE FOR THE TIME PERIOD
AND UPON THE OTHER TERMS STATED THEREIN.
(H)
WRITTEN INFORMATION CONCERNING THE OFFERING.
WITHOUT THE PRIOR WRITTEN
CONSENT OF THE INITIAL PURCHASER, THE COMPANY WILL NOT GIVE TO ANY PROSPECTIVE
PURCHASER OF THE NOTES OR ANY OTHER PERSON NOT IN ITS EMPLOY ANY WRITTEN
INFORMATION CONCERNING THE OFFERING OF THE NOTES OTHER THAN THE DISCLOSURE
PACKAGE, THE FINAL OFFERING MEMORANDUM OR ANY OTHER OFFERING MATERIALS PREPARED
BY OR WITH THE PRIOR CONSENT OF THE INITIAL PURCHASER; PROVIDED, THAT THE PRIOR
WRITTEN CONSENT OF THE INITIAL PURCHASER SHALL BE DEEMED TO HAVE BEEN GIVEN IN
RESPECT OF THE TERM SHEET DESCRIBED IN SECTION 1(F)(II) HEREOF.
(I)
NO GENERAL SOLICITATION.
EXCEPT FOLLOWING THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT (AS DEFINED IN THE REGISTRATION RIGHTS