OF SUCH HOLDERS OR SUCH PROSPECTIVE
PURCHASERS, THE INFORMATION REQUIRED TO BE DELIVERED PURSUANT TO RULE 144A(D)(4)
UNDER THE SECURITIES ACT FOR SO LONG AS THE NOTES ARE OUTSTANDING (THE FOREGOING
AGREEMENT BEING FOR THE BENEFIT OF THE HOLDERS FROM TIME TO TIME OF THE NOTES
AND PROSPECTIVE PURCHASERS OF THE NOTES DESIGNATED BY SUCH HOLDERS);
(F)
TO PROMPTLY TAKE FROM TIME TO TIME SUCH ACTIONS AS THE INITIAL PURCHASERS
MAY REASONABLY REQUEST TO QUALIFY THE NOTES FOR OFFERING AND SALE UNDER THE
SECURITIES OR BLUE SKY LAWS OF SUCH UNITED STATES JURISDICTIONS AS THE INITIAL
PURCHASERS MAY DESIGNATE AND TO CONTINUE SUCH QUALIFICATIONS IN EFFECT FOR SO
LONG AS REQUIRED FOR THE RESALE OF THE NOTES;
16
PROVIDED THAT THE COMPANY AND ITS SUBSIDIARIES SHALL NOT BE OBLIGATED TO QUALIFY
AS FOREIGN CORPORATIONS IN ANY JURISDICTION IN WHICH THEY ARE NOT SO QUALIFIED
OR TO FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY JURISDICTION;
(G)
TO ASSIST THE INITIAL PURCHASERS IN ARRANGING FOR THE NOTES TO BE
DESIGNATED PRIVATE OFFERINGS, RESALES AND TRADING THROUGH AUTOMATED LINKAGES
("PORTAL") MARKET SECURITIES IN ACCORDANCE WITH THE RULES AND REGULATIONS
ADOPTED BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. ("NASD")
RELATING TO TRADING IN THE PORTAL MARKET AND FOR THE NOTES TO BE ELIGIBLE FOR
CLEARANCE AND SETTLEMENT THROUGH THE DEPOSITORY TRUST COMPANY ("DTC");
(H)
NOT TO, AND TO CAUSE ITS AFFILIATES (OTHER THAN THE INITIAL PURCHASERS OR
ANY PERSON TO WHICH THE INITIAL PURCHASERS SELL NOTES PURSUANT TO SECTION 2(E),
AS TO WHOM THE COMPANY AND THE NOTE GUARANTORS MAKE NO COVENANT) NOT TO, SELL,
OFFER FOR SALE OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY
SECURITY (AS SUCH TERM IS DEFINED IN THE SECURITIES ACT) WHICH COULD BE
INTEGRATED WITH THE SALE OF THE NOTES IN A MANNER WHICH WOULD REQUIRE
REGISTRATION OF THE NOTES UNDER THE SECURITIES ACT;
(I)
EXCEPT FOLLOWING THE EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION
STATEMENT OR THE SHELF REGISTRATION STATEMENT, AS THE CASE MAY BE, NOT TO, AND
TO CAUSE ITS AFFILIATES NOT TO, AND NOT TO AUTHORIZE OR KNOWINGLY PERMIT ANY
PERSON ACTING ON THEIR BEHALF TO, SOLICIT ANY OFFER TO BUY OR OFFER TO SELL THE
NOTES BY MEANS OF ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN
THE MEANING OF REGULATION D OR IN ANY MANNER INVOLVING A PUBLIC OFFERING WITHIN
THE MEANING OF SECTION 4(2) OF THE SECURITIES ACT; AND NOT TO OFFER, SELL,
CONTRACT TO SELL OR OTHERWISE DISPOSE OF, DIRECTLY OR INDIRECTLY, ANY SECURITIES
UNDER CIRCUMSTANCES WHERE SUCH OFFER, SALE, CONTRACT OR DISPOSITION WOULD CAUSE
THE EXEMPTION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT TO CEASE TO BE
APPLICABLE TO THE OFFERING AND SALE OF THE NOTES AS CONTEMPLATED BY THIS
AGREEMENT AND THE OFFERING MEMORANDUM; PROVIDED, HOWEVER, THAT THE COMPANY AND
THE NOTE GUARANTORS DO NOT COVENANT PURSUANT TO THIS PARAGRAPH (I) WITH RESPECT
TO THE INITIAL PURCHASERS OR ANY PERSON TO WHICH THE INITIAL PURCHASERS SELL
NOTES PURSUANT TO