ACCOUNTANTS. AT ANY TIME WHEN NEITHER THE COMPANY NOR
TD GROUP IS SUBJECT TO
SECTION 13 OR 15(D) OF THE EXCHANGE ACT, THE COMPANY WILL PROMPTLY FURNISH OR
CAUSE TO BE FURNISHED TO CREDIT SUISSE AND, UPON REQUEST OF HOLDERS AND
PROSPECTIVE PURCHASERS OF THE OFFERED SECURITIES, TO SUCH HOLDERS AND
PURCHASERS, COPIES OF THE INFORMATION REQUIRED TO BE DELIVERED TO HOLDERS AND
PROSPECTIVE PURCHASERS OF THE OFFERED SECURITIES PURSUANT TO RULE 144A(D)(4)
UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION THERETO) IN ORDER TO PERMIT
COMPLIANCE WITH RULE 144A IN CONNECTION WITH RESALES BY SUCH HOLDERS OF THE
OFFERED SECURITIES.
THE COMPANY WILL PAY THE EXPENSES OF PRINTING AND
DISTRIBUTING TO THE PURCHASERS ALL SUCH DOCUMENTS.
(C)
THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO ARRANGE FOR THE
QUALIFICATION OF THE OFFERED SECURITIES FOR SALE AND THE DETERMINATION OF THEIR
ELIGIBILITY FOR INVESTMENTUNDER THE LAWS OF SUCH JURISDICTIONS IN THE UNITED
STATES AND CANADA AS CREDIT SUISSE MAY REASONABLY DESIGNATE AND WILL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO CONTINUE SUCH
10
QUALIFICATIONS IN EFFECT SO LONG AS REQUIRED FOR THE RESALE OF THE OFFERED
SECURITIES BY THE PURCHASERS, PROVIDED THAT THE COMPANY SHALL NOT BE OBLIGATED
TO FILE ANY GENERAL CONSENT TO SERVICE OF PROCESS OR TO QUALIFY AS A FOREIGN
CORPORATION OR AS A DEALER IN SECURITIES IN ANY JURISDICTION IN WHICH IT IS NOT
SO QUALIFIED AS OF THE DATE HEREOF OR TO SUBJECT ITSELF TO TAXATION IN RESPECT
OF DOING BUSINESS IN ANY JURISDICTION IN WHICH IT IS NOT OTHERWISE SUBJECT AS OF
THE DATE HEREOF.
(D)
DURING THE PERIOD OF TWO YEARS AFTER THE CLOSING DATE, THE COMPANY WILL,
UPON REQUEST, FURNISH TO CREDIT SUISSE AND LEHMAN AND ANY HOLDER OF OFFERED
SECURITIES A COPY OF THE RESTRICTIONS ON TRANSFER APPLICABLE TO THE OFFERED
SECURITIES.
(E)
DURING THE PERIOD OF TWO YEARS AFTER THE CLOSING DATE, TD GROUP, THE
COMPANY AND THE OTHER GUARANTORS WILL NOT, AND WILL NOT PERMIT ANY OF THEIR
SUBSIDIARIES TO, RESELL ANY OF THE OFFERED SECURITIES THAT HAVE BEEN REACQUIRED
BY ANY OF THEM.
(F)
DURING THE PERIOD OF TWO YEARS AFTER THE CLOSING DATE, NEITHER THE COMPANY
NOR ANY OF THE GUARANTORS WILL BE OR BECOME, AN OPEN-END INVESTMENT COMPANY,
UNIT INVESTMENT TRUST OR FACE-AMOUNT CERTIFICATE COMPANY THAT IS OR IS REQUIRED
TO BE REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT.
(G)
THE COMPANY WILL PAY ALL EXPENSES INCIDENTAL TO THE PERFORMANCE OF ITS
OBLIGATIONS AND THE GUARANTORS' OBLIGATIONS UNDER THE OPERATIVE DOCUMENTS,
INCLUDING (I) THE FEES AND EXPENSES OF THE TRUSTEE AND ITS PROFESSIONAL
ADVISORS; (II) ALL EXPENSES INCURRED BY IT IN CONNECTION WITH THE EXECUTION,
ISSUANCE, AUTHENTICATION, PACKAGING AND INITIAL DELIVERY OF THE OFFERED
SECURITIES AND, AS APPLICABLE, THE EXCHANGE SECURITIES (AS DEFINED IN THE
REGISTRATION RIGHTS AGREEMENT), THE PREPARATION AND PRINTING OF THIS AGREEMENT,
THE REGISTRATION RIGHTS AGREEMENT, THE OFFERED SECURITIES, THE INDENTURE, THE
SUPPLEMENTAL INDENTURE, THE PRELIMINARY OFFERING CIRCULAR, ANY OTHER DOCUMENTS
COMPRISING ANY PART OF THE GENERAL DISCLOSURE PACKAGE, THE