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SEC Filings

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        request to qualify the Securities for offering and sale under the
        securities laws of such jurisdictions as you may 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 Securities, provided that in
        connection therewith the Issuers shall not be required to qualify as a
        foreign corporation or limited liability company, as the case may be,
        or to file a general consent to service of process in any jurisdiction;

               (c)    To furnish the Purchasers with copies of the Offering
        Circular and each amendment or supplement thereto signed by an
        authorized officer of each of the Issuers with the independent
        accountants' report(s) in the Offering Circular, and any amendment or
        supplement containing amendments to the financial statements covered by
        such report(s), signed by the accountants, and additional copies
        thereof in such quantities as you may from time to time reasonably
        request, and if, at any time prior to the expiration of nine months
        after the date of the Offering Circular, any event shall have occurred
        as a result of which the Offering Circular as then amended or
        supplemented would include an untrue statement of a material fact or
        omit to state any material fact necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made when such Offering Circular is delivered, not misleading, or,
        if for any other reason it shall be necessary or desirable during such
        same period to amend or supplement the Offering Circular, to notify you
        and upon your request to prepare and furnish without charge to each
        Purchaser and to any dealer in securities as many copies as you may
        from time to time reasonably request of an amended Offering Circular or
        a supplement to the Offering Circular which will correct such statement
        or omission or effect such compliance;

               (d)    During the period beginning from the date hereof and
        continuing until the date six months after the Time of Delivery, not to
        offer, sell, contract to sell or otherwise dispose of, except as
        provided hereunder, any securities of the Issuers that are
        substantially similar to the Securities;

               (e)    Not to be or become, at any time prior to the expiration
        of two years after the Time of Delivery, an open-end investment
        company, unit investment trust, closed-end investment company or
        face-amount certificate company that is or is required to be registered
        under Section 8 of the Investment Company Act;

               (f)    At any time when any Issuer is not subject to Section 13
        or 15(d) of the Exchange Act, for the benefit of holders from time to
        time of Securities, to furnish at its expense, upon request, to holders
        of Securities and prospective purchasers of securities information (the
        "Additional Issuer Information") satisfying the requirements of
        subsection (d)(4)(i) of Rule 144A under the Act;