foreign limited partnership or as a foreign corporation, or to execute a
general consent to service of process.
(i) Without the prior written consent of Lehman Brothers Inc.,
during the 180 days following the date of this Prospectus, not to (i) offer
for sale, sell, pledge or otherwise dispose of (or enter into any
transaction or device which is designed to, or could be expected to, result
in the disposition by any person at any time in the future of) any Common
Units or any securities that are convertible into, or exercisable or
exchangeable for, or that represent the right to receive, Common Units or
any securities that are senior to or pari passu with the Common Units, or
(ii) enter into any swap or other derivatives transaction that transfers to
another, in whole or in part, any of the economic benefits or rights of
ownership of such Common Units; and to cause each officer and director of
the Company to furnish to the Representatives, prior to the First Delivery
Date, a letter or letters, substantially in the form attached hereto as
(j) To apply the net proceeds from the sale of the Units being
sold by the Company as set forth in the Prospectus.
(k) To take such steps as shall be necessary to ensure that none
of the Enterprise Entities shall become an "investment company" within the
meaning of such term under the Investment Company Act of 1940 and the rules
and regulations of the Commission thereunder.
(l) To timely complete all required filings and otherwise fully
comply in a timely manner with all provisions of the Exchange Act,
including the rules and regulations thereunder, in connection with the
registration of the Units thereunder.