SUCH OTHER DOCUMENTS AS LMINT
MAY REASONABLY REQUEST TO FACILITATE THE DISPOSITION OF ALL UGC STOCK COVERED BY
THE REGISTRATION STATEMENT;
(IV)
LIST THE UGC STOCK BEING REGISTERED ON THE PRINCIPAL SECURITIES
EXCHANGE OR QUOTATION SYSTEM, AS THE CASE MAY BE, ON WHICH THE CLASS OF EQUITY
SECURITIES TO WHICH THE UGC STOCK BELONGS TRADES;
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(V)
PROMPTLY NOTIFY LMINT OF ANY STOP ORDER ISSUED OR THREATENED IN
WRITING TO BE ISSUED BY THE COMMISSION IN CONNECTION THEREWITH AND TAKE ALL
REASONABLE ACTIONS REQUIRED TO PREVENT THE ENTRY OF SUCH STOP ORDER OR TO REMOVE
IT IF ENTERED;
(VI)
IN ACCORDANCE WITH THE SECURITIES ACT AND THE RULES AND
REGULATIONS OF THE COMMISSION, PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS TO THE REGISTRATION STATEMENT AND SUPPLEMENTS TO THE PROSPECTUS AS
MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT EFFECTIVE FOR THE
EFFECTIVENESS PERIOD AND THE REGISTRATION STATEMENT AND THE PROSPECTUS ACCURATE
AND COMPLETE FOR THE EFFECTIVENESS PERIOD;
(VII)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY THE
UGC STOCK COVERED BY THE REGISTRATION STATEMENT AND TO MAINTAIN SUCH
REGISTRATION OR QUALIFICATION UNDER SUCH U.S. STATE SECURITIES OR BLUE SKY LAWS
AS LMINT REASONABLY REQUESTS AND DO ANY AND ALL OTHER REASONABLE ACTS AND THINGS
NECESSARY TO ENABLE LMINT TO CONSUMMATE THE DISPOSITION OF THE UGC STOCK IN SUCH
JURISDICTION, EXCEPT THAT UGC WILL NOT FOR ANY PURPOSE BE REQUIRED (A) TO
EXECUTE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY JURISDICTION WHERE IT IS
NOT THEN SUBJECT TO SERVICE OF PROCESS, (B) TO QUALIFY TO DO BUSINESS AS A
FOREIGN CORPORATION IN ANY JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED,
(C) TO SUBJECT ITSELF TO TAXATION IN ANY JURISDICTION WHERE IT IS NOT THEN SO
SUBJECT, OR (D) TO CONFORM ITS CAPITALIZATION OR THE COMPOSITION OF ITS ASSETS
TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY JURISDICTION;
(VIII)
NOTIFY LMINT (A) OF THE INITIAL FILING OF THE REGISTRATION
STATEMENT WITH THE COMMISSION AND (B) PROMPTLY AFTER IT RECEIVES NOTICE THEREOF,
OF THE DATE AND TIME WHEN THE REGISTRATION STATEMENT AND EACH POST-EFFECTIVE
AMENDMENT THERETO HAS BECOME EFFECTIVE;
(IX)
NOTIFY LMINT PROMPTLY OF ANY REQUEST BY THE COMMISSION FOR THE
AMENDING OR SUPPLEMENTING OF THE REGISTRATION STATEMENT OR THE PROSPECTUS OR FOR
ADDITIONAL INFORMATION;
(X)
NOTIFY LMINT, AT ANY TIME WHEN THE PROSPECTUS IS REQUIRED TO BE
DELIVERED UNDER THE SECURITIES ACT, OF ANY EVENT WHICH WOULD CAUSE THE
PROSPECTUS TO INCLUDE AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE
ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING, AND PROMPTLY PREPARE AND FILE WITH THE
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COMMISSION, AND PROMPTLY NOTIFY LMINT OF THE FILING OF, SUCH AMENDMENTS OR
SUPPLEMENTS TO THE REGISTRATION STATEMENT OR THE PROSPECTUS AS MAY BE NECESSARY
TO CORRECT ANY SUCH MISSTATEMENTS OR OMISSIONS;
(XI)
PERMIT A SINGLE FIRM OF COUNSEL DESIGNATED BY LMINT (WHICH
INITIALLY WILL BE BAKER BOTTS LLP) A REASONABLE PERIOD OF TIME PRIOR TO THE