AND THE HOLDERS OF DEBENTURES
TO EFFECT SUCH CHANGES TO THE INDENTURE AS MAY BE REQUIRED FOR SUCH INDENTURE TO
BE SO QUALIFIED IN ACCORDANCE WITH THE TERMS OF THE TIA; AND EXECUTE AND USE ITS
REASONABLE BEST EFFORTS TO CAUSE THE TRUSTEE THEREUNDER TO EXECUTE ALL DOCUMENTS
THAT MAY BE REQUIRED TO EFFECT SUCH CHANGES AND ALL OTHER FORMS AND DOCUMENTS
REQUIRED TO BE FILED WITH THE COMMISSION TO ENABLE SUCH INDENTURE TO BE SO
QUALIFIED IN A TIMELY MANNER.
(XVII)
CAUSE ALL SHARES OF COMMON STOCK COVERED BY THE SHELF
REGISTRATION STATEMENT OR THE ADDITIONAL SHELF REGISTRATION STATEMENT, AS
APPLICABLE, TO BE LISTED OR QUOTED, AS THE CASE MAY BE, ON EACH SECURITIES
EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON WHICH SIMILAR SECURITIES ISSUED BY THE
COMPANY ARE THEN LISTED OR QUOTED.
14
(XVIII)
PROVIDE TO EACH HOLDER UPON WRITTEN REQUEST EACH DOCUMENT
FILED WITH THE COMMISSION PURSUANT TO THE REQUIREMENTS OF SECTION 13 AND SECTION
15 OF THE EXCHANGE ACT AFTER THE EFFECTIVE DATE OF THE SHELF REGISTRATION
STATEMENT OR THE ADDITIONAL SHELF REGISTRATION STATEMENT, AS APPLICABLE.
(XIX)
IF REQUESTED BY THE UNDERWRITER(S), MAKE APPROPRIATE
OFFICERS OF THE COMPANY AVAILABLE TO THE UNDERWRITER(S) FOR MEETINGS WITH
PROSPECTIVE PURCHASERS OF THE TRANSFER RESTRICTED SECURITIES AND PREPARE AND
PRESENT TO POTENTIAL INVESTORS CUSTOMARY "ROAD SHOW" OR MARKETING MATERIALS IN A
MANNER CONSISTENT WITH SIMILAR ISSUANCES OF OTHER SECURITIES SIMILAR TO THE
TRANSFER RESTRICTED SECURITIES.
(C)
EACH HOLDER AGREES BY ACQUISITION OF A TRANSFER RESTRICTED SECURITY THAT,
UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE EXISTENCE OF ANY FACT OF THE
KIND DESCRIBED IN SECTION 4(B)(III)(C) OR (D) HEREOF, SUCH HOLDER WILL, AND WILL
USE ITS REASONABLE BEST EFFORTS TO CAUSE ANY UNDERWRITER(S) IN AN UNDERWRITTEN
OFFERING TO, FORTHWITH DISCONTINUE DISPOSITION OF TRANSFER RESTRICTED SECURITIES
PURSUANT TO THE SHELF REGISTRATION STATEMENT OR THE ADDITIONAL SHELF
REGISTRATION STATEMENT, AS APPLICABLE, UNTIL:
(I)
SUCH HOLDER HAS RECEIVED COPIES OF THE SUPPLEMENTED OR
AMENDED PROSPECTUS CONTEMPLATED BY SECTION 4(B)(I) AND 4(B)(VIII) HEREOF; OR
(II)
SUCH HOLDER IS ADVISED IN WRITING BY THE COMPANY THAT THE
USE OF THE PROSPECTUS, OR ANY AMENDMENT OR SUPPLEMENT THERETO, MAY BE RESUMED,
AND HAS RECEIVED COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE
INCORPORATED BY REFERENCE IN THE PROSPECTUS.
If so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of suspension.
5.
REGISTRATION EXPENSES.
ALL EXPENSES INCIDENT TO THE COMPANY'S
PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT SHALL BE BORNE BY THE COMPANY
REGARDLESS OF WHETHER A SHELF REGISTRATION STATEMENT OR ANY ADDITIONAL SHELF
REGISTRATION STATEMENT BECOMES EFFECTIVE, INCLUDING, WITHOUT LIMITATION:
(I)
ALL REGISTRATION AND FILING FEES AND EXPENSES (INCLUDING
FILINGS MADE BY ANY INITIAL PURCHASER OR HOLDERS WITH THE NASD OR THE NYSE);
(II)
ALL FEES AND EXPENSES OF COMPLIANCE WITH FEDERAL
SECURITIES AND STATE