INFORMATION AND MAKING AVAILABLE
DOCUMENTS AND SENIOR CORPORATE OFFICERS, DURING REGULAR BUSINESS HOURS AND AT
THE COMPANY'S PRINCIPAL OFFICES, AS SUCH AGENT MAY REASONABLY REQUEST.
(L)
REQUIRED FILINGS RELATING TO PLACEMENT
OF PLACEMENT SHARES.
THE COMPANY AGREES THAT ON SUCH DATES AS THE SECURITIES
ACT SHALL REQUIRE, THE COMPANY WILL (I) FILE A PROSPECTUS SUPPLEMENT WITH THE
COMMISSION UNDER THE APPLICABLE PARAGRAPH OF RULE 424(B) UNDER THE SECURITIES
ACT (EACH AND EVERY FILING UNDER RULE 424(B), A "FILING DATE"), WHICH PROSPECTUS
SUPPLEMENT WILL SET FORTH, WITHIN THE RELEVANT PERIOD, THE AMOUNT OF PLACEMENT
SHARES SOLD THROUGH AGENTS, THE NET PROCEEDS TO THE COMPANY AND THE COMPENSATION
PAYABLE BY THE COMPANY TO AGENTS WITH RESPECT TO SUCH PLACEMENT SHARES, AND
(II) DELIVER SUCH NUMBER OF COPIES OF EACH SUCH PROSPECTUS SUPPLEMENT TO EACH
EXCHANGE OR MARKET ON WHICH SUCH SALES WERE EFFECTED AS MAY BE REQUIRED BY THE
RULES OR REGULATIONS OF SUCH EXCHANGE OR MARKET.
(M)
REPRESENTATION DATES; CERTIFICATE.
DURING THE
TERM OF THIS AGREEMENT, ON THE DATE OF EACH PLACEMENT NOTICE GIVEN HEREUNDER AND
EACH TIME THE COMPANY (I) FILES THE PROSPECTUS RELATING TO THE PLACEMENT SHARES
OR AMENDS OR SUPPLEMENTS THE REGISTRATION STATEMENT OR THE PROSPECTUS RELATING
TO THE PLACEMENT SHARES (OTHER THAN A PROSPECTUS SUPPLEMENT FILED IN ACCORDANCE
WITH SECTION 7(L) OF THIS AGREEMENT) BY MEANS OF A POST-EFFECTIVE AMENDMENT,
STICKER, OR SUPPLEMENT BUT NOT BY MEANS OF INCORPORATION OF DOCUMENT(S) BY
REFERENCE TO THE REGISTRATION STATEMENT OR THE PROSPECTUS RELATING TO THE
PLACEMENT SHARES; (II) FILES AN ANNUAL REPORT ON FORM 10-K UNDER THE EXCHANGE
ACT; (III) FILES ITS QUARTERLY REPORTS ON FORM 10-Q UNDER THE EXCHANGE ACT;
(IV) FILES A REPORT ON FORM 8-K CONTAINING AMENDED FINANCIAL INFORMATION (OTHER
THAN AN EARNINGS RELEASE, TO "FURNISH" INFORMATION PURSUANT TO ITEMS 2.02 OR
7.01 OF FORM 8-K OR TO PROVIDE DISCLOSURE PURSUANT TO ITEM 8.01 OF FORM 8-K
RELATING TO THE RECLASSIFICATIONS OF CERTAIN PROPERTIES AS DISCONTINUED
OPERATIONS IN ACCORDANCE WITH STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
NO. 144) UNDER THE EXCHANGE ACT OR (V) FILES A FORM 8-K UNDER THE EXCHANGE ACT
FOR ANY OTHER PURPOSE (OTHER THAN TO "FURNISH" INFORMATION PURSUANT TO ITEMS
2.02 OR 7.01 OF REVISED FORM 8-K) (EACH DATE OF FILING OF ONE OR MORE OF THE
DOCUMENTS REFERRED TO IN CLAUSES (I) THROUGH (V) SHALL BE A "REPRESENTATION
DATE"); THE COMPANY SHALL FURNISH AGENTS (BUT IN THE CASE OF CLAUSE (V) ABOVE
ONLY IF EITHER AGENT REASONABLY DETERMINES THAT THE INFORMATION CONTAINED IN
SUCH FORM 8-K IS MATERIAL) WITH A CERTIFICATE, IN THE FORM ATTACHED HERETO AS
EXHIBIT 7(M).
THE REQUIREMENT TO PROVIDE A CERTIFICATE UNDER THIS
SECTION 7(M) SHALL BE WAIVED FOR ANY REPRESENTATION DATE OCCURRING AT A TIME AT
WHICH NO PLACEMENT
19
NOTICE IS PENDING, WHICH WAIVER SHALL CONTINUE UNTIL THE EARLIER TO OCCUR OF THE
DATE THE COMPANY DELIVERS A PLACEMENT NOTICE HEREUNDER (WHICH FOR SUCH CALENDAR
QUARTER SHALL BE CONSIDERED A REPRESENTATION DATE) AND THE NEXT OCCURRING
REPRESENTATION DATE; PROVIDED, HOWEVER, THAT SUCH WAIVER SHALL NOT