PRELIMINARY OFFERING MEMORANDUM OR OFFERING
MEMORANDUM NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES EXISTING AT THE TIME
IT IS DELIVERED TO AN ELIGIBLE PURCHASER, OR IF FOR ANY OTHER REASON IT SHALL BE
IS NECESSARY OR ADVISABLE TO AMEND OR SUPPLEMENT THE PRELIMINARY OFFERING
MEMORANDUM OR THE OFFERING MEMORANDUM TO COMPLY WITH APPLICABLE LAWS, RULES OR
REGULATIONS, THE COMPANY AND THE GUARANTOR SHALL (SUBJECT TO SECTION 6(C))
PROMPTLY AMEND OR SUPPLEMENT SUCH PRELIMINARY OFFERING MEMORANDUM OR OFFERING
MEMORANDUM AT ITS OWN EXPENSE SO THAT, AS SO AMENDED OR SUPPLEMENTED, SUCH
PRELIMINARY OFFERING MEMORANDUM OR OFFERING MEMORANDUM WILL NOT INCLUDE AN
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY
IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES EXISTING
AT THE TIME IT IS SO DELIVERED, NOT MISLEADING OR SUCH PRELIMINARY OFFERING
MEMORANDUM OR OFFERING MEMORANDUM WILL COMPLY WITH ALL APPLICABLE LAWS, RULES OR
REGULATIONS.
(E)
THE COMPANY AND THE GUARANTOR SHALL
COOPERATE WITH THE INITIAL PURCHASERS AND COUNSEL FOR THE INITIAL PURCHASERS IN
CONNECTION WITH THE QUALIFICATION OR REGISTRATION OF THE INITIAL NOTES AND THE
GUARANTEES THEREOF FOR OFFERING AND SALE UNDER THE SECURITIES OR "BLUE SKY" LAWS
OF SUCH JURISDICTIONS AS THE INITIAL PURCHASERS MAY DESIGNATE AND SHALL CONTINUE
SUCH QUALIFICATIONS IN EFFECT FOR AS LONG AS MAY BE NECESSARY TO COMPLETE THE
EXEMPT RESALES; PROVIDED, HOWEVER, THAT IN CONNECTION THEREWITH NEITHER THE
COMPANY NOR THE GUARANTOR SHALL BE REQUIRED TO QUALIFY AS A FOREIGN CORPORATION
WHERE IT IS NOT NOW SO QUALIFIED OR TO EXECUTE A GENERAL CONSENT TO SERVICE OF
PROCESS IN ANY JURISDICTION OR TO TAKE ANY OTHER ACTION THAT WOULD SUBJECT IT TO
GENERAL SERVICE OF PROCESS OR TO TAXATION IN RESPECT OF DOING BUSINESS IN ANY
JURISDICTION IN WHICH IT IS NOT OTHERWISE SUBJECT, IN EACH CASE, OTHER THAN AS
TO MATTERS AND TRANSACTIONS RELATING TO THE PRELIMINARY OFFERING MEMORANDUM, THE
OFFERING MEMORANDUM OR EXEMPT RESALES.
(F)
IF THIS AGREEMENT TERMINATES OR IS
TERMINATED AFTER EXECUTION BECAUSE OF ANY FAILURE OR REFUSAL ON THE PART OF THE
COMPANY OR THE GUARANTOR TO COMPLY WITH THE TERMS OR FULFILL ANY OF THE
CONDITIONS OF THIS AGREEMENT, THE COMPANY SHALL REIMBURSE THE INITIAL PURCHASERS
FOR ALL REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING FEES AND EXPENSES OF
COUNSEL FOR THE INITIAL PURCHASERS) INCURRED BY THE INITIAL PURCHASERS IN
CONNECTION HEREWITH.
(G)
THE COMPANY SHALL APPLY THE NET PROCEEDS
FROM THE SALE OF THE INITIAL NOTES IN THE MANNER SET FORTH UNDER "USE OF
PROCEEDS" IN THE OFFERING MEMORANDUM AND SHALL PROVIDE THE INITIAL PURCHASERS
WITH EVIDENCE OF ANY APPLICATION OF NET PROCEEDS ON THE DATE OF EACH SUCH
APPLICATION.
(H)
THE COMPANY AND THE GUARANTOR SHALL NOT
VOLUNTARILY CLAIM, AND SHALL ACTIVELY RESIST ANY ATTEMPTS TO CLAIM, THE BENEFIT
OF ANY USURY LAWS AGAINST THE HOLDERS OF ANY NOTES.
(I)
NONE OF THE COMPANY, ITS SUBSIDIARY OR
THE GUARANTOR OR ANY OF THEIR RESPECTIVE AFFILIATES (AS DEFINED IN RULE 501(B)
OF REGULATION D UNDER THE ACT) WILL SELL, OFFER