(E)
TO COOPERATE WITH THE INITIAL PURCHASERS AND COUNSEL FOR THE
INITIAL PURCHASERS TO QUALIFY OR REGISTER (OR TO OBTAIN EXEMPTIONS FROM
QUALIFYING OR REGISTERING) ALL OR ANY PART OF THE SECURITIES FOR OFFER AND SALE
UNDER THE SECURITIES LAWS OF THE SEVERAL STATES OF THE UNITED STATES AND ANY
OTHER JURISDICTIONS REASONABLY DESIGNATED BY THE INITIAL PURCHASERS, SHALL
COMPLY WITH SUCH LAWS AND SHALL CONTINUE SUCH QUALIFICATIONS, REGISTRATIONS AND
EXEMPTIONS IN EFFECT FOR SO LONG AS REQUIRED FOR THE DISTRIBUTION OF THE
SECURITIES; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY
AS A FOREIGN LIMITED LIABILITY COMPANY OR TO TAKE ANY OTHER ACTION THAT WOULD
SUBJECT IT TO GENERAL SERVICE OF PROCESS IN ANY JURISDICTION (EXCEPT SERVICE OF
PROCESS WITH RESPECT TO THE OFFERING AND SALE OF THE SECURITIES) WHERE IT IS NOT
PRESENTLY QUALIFIED OR WHERE IT WOULD BE SUBJECT TO TAXATION AS A FOREIGN
LIMITED LIABILITY COMPANY.
THE COMPANY WILL ADVISE THE INITIAL PURCHASERS
PROMPTLY OF THE SUSPENSION OF THE QUALIFICATION OR REGISTRATION OF (OR ANY SUCH
EXEMPTION RELATING TO) THE SECURITIES 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,
17
REGISTRATION OR EXEMPTION, EACH OF THE ISSUERS AND THE GUARANTORS SHALL USE ITS
REASONABLE BEST EFFORTS TO OBTAIN THE WITHDRAWAL THEREOF AT THE EARLIEST
POSSIBLE MOMENT.
(F)
PROMPTLY FROM TIME TO TIME TO TAKE SUCH ACTION AS THE
REPRESENTATIVES MAY REASONABLY REQUEST TO QUALIFY THE NOTES AND GUARANTEES FOR
OFFERING AND SALE UNDER THE SECURITIES LAWS OF SUCH JURISDICTIONS AS THE
REPRESENTATIVES MAY REASONABLY REQUEST AND TO COMPLY WITH SUCH LAWS SO AS TO
PERMIT THE CONTINUANCE OF SALES AND DEALINGS THEREIN IN SUCH JURISDICTIONS FOR
AS LONG AS MAY BE NECESSARY TO COMPLETE THE DISTRIBUTION OF THE NOTES; PROVIDED
THAT IN CONNECTION THEREWITH THE ISSUERS AND THE GUARANTORS SHALL NOT BE
REQUIRED TO (I) QUALIFY AS A FOREIGN CORPORATION IN ANY JURISDICTION IN WHICH IT
WOULD NOT OTHERWISE BE REQUIRED TO SO QUALIFY, (II) FILE A GENERAL CONSENT TO
SERVICE OF PROCESS IN ANY SUCH JURISDICTION OR (III) SUBJECT ITSELF TO TAXATION
IN ANY JURISDICTION IN WHICH IT WOULD NOT OTHERWISE BE SUBJECT.
(G)
DURING THE PERIOD OF 60 DAYS FROM THE DATE HEREOF, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE LEHMAN BROTHERS INC., ON BEHALF OF THE INITIAL
PURCHASERS, NOT TO DIRECTLY OR INDIRECTLY, ISSUE, OFFER, SELL, AGREE TO ISSUE,
OFFER OR SELL, SOLICIT OFFERS TO PURCHASE, PLEDGE OR OTHERWISE DISPOSE OF (OR
ENTER INTO ANY TRANSACTION OR DUTIES WHICH IS DESIGNED TO, OR COULD BE EXPECTED
TO, RESULT IN THE DISPOSITION BY ANY PERSON AT ANY TIME IN THE FUTURE) ANY DEBT
SECURITIES OF THE COMPANY OR ANY SUBSIDIARY WITH TERMS SUBSTANTIALLY SIMILAR
(INCLUDING HAVING EQUAL RANK) TO THE NOTES (OTHER THAN THE NOTES).
(H)
TO APPLY THE NET PROCEEDS FROM THE SALE OF THE NOTES AS SET FORTH
IN THE PRICING DISCLOSURE PACKAGE