OF THE SECURITIES ARE OUTSTANDING AND ARE "RESTRICTED SECURITIES" WITHIN
THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT, THE OFFERORS WILL,
DURING ANY PERIOD IN WHICH THEY ARE NOT SUBJECT TO AND IN COMPLIANCE WITH
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT"), OR
11
THE OFFERORS ARE NOT EXEMPT FROM SUCH REPORTING REQUIREMENTS PURSUANT TO AND IN
COMPLIANCE WITH RULE 12G3-2(B) UNDER THE EXCHANGE ACT, PROVIDE TO EACH HOLDER OF
SUCH RESTRICTED SECURITIES AND TO EACH PROSPECTIVE PURCHASER (AS DESIGNATED BY
SUCH HOLDER) OF SUCH RESTRICTED SECURITIES, UPON THE REQUEST OF SUCH HOLDER OR
PROSPECTIVE PURCHASER IN CONNECTION WITH ANY PROPOSED TRANSFER, ANY INFORMATION
REQUIRED TO BE PROVIDED BY RULE 144A(D)(4) UNDER THE SECURITIES ACT, IF
APPLICABLE.
THIS COVENANT IS INTENDED TO BE FOR THE BENEFIT OF THE HOLDERS, AND
THE PROSPECTIVE PURCHASERS DESIGNATED BY SUCH HOLDERS, FROM TIME TO TIME OF SUCH
RESTRICTED SECURITIES.
THE INFORMATION PROVIDED BY THE OFFERORS PURSUANT TO
THIS SECTION 7.7 WILL NOT, AT THE DATE THEREOF, CONTAIN ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING.
7.8.
QUARTERLY REPORTS. WITHIN 50 DAYS OF THE END OF EACH CALENDAR YEAR
QUARTER AND WITHIN 100 DAYS OF THE END OF EACH CALENDAR YEAR DURING WHICH THE
DEBENTURES ARE ISSUED AND OUTSTANDING AND PURCHASER HOLDS ANY OF THE CAPITAL
SECURITIES, THE OFFERORS SHALL SUBMIT TO PURCHASER A COMPLETED QUARTERLY REPORT
IN THE FORM ATTACHED HERETO AS EXHIBIT D AS WELL AS A COPY OF THE APPLICABLE
REGULATORY REPORT FOR THE COMPANY.
7.9.
BOOK-ENTRY REGISTRATION. EACH OFFEROR WILL COOPERATE WITH THE
PLACEMENT AGENTS AND USE ALL COMMERCIALLY REASONABLE EFFORTS TO MAKE THE CAPITAL
SECURITIES, AND IN THE EVENT THE DEBENTURES ARE DISTRIBUTED TO HOLDERS OF THE
CAPITAL SECURITIES, TO MAKE THE DEBENTURES, ELIGIBLE FOR CLEARANCE AND
SETTLEMENT AS BOOK-ENTRY SECURITIES THROUGH THE FACILITIES OF DTC, AND WILL
EXECUTE, DELIVER AND COMPLY WITH ALL REPRESENTATIONS MADE TO, AND AGREEMENTS
WITH, DTC AND NASDAQ'S PORTAL SYSTEM.
SECTION 8.
COVENANTS OF THE PLACEMENT AGENTS. THE PLACEMENT AGENTS
COVENANT AND AGREE WITH THE OFFERORS THAT, DURING THE PERIOD FROM THE DATE OF
THIS AGREEMENT TO THE CLOSING DATE, THE PLACEMENT AGENTS SHALL USE THEIR BEST
EFFORTS AND TAKE ALL ACTION NECESSARY OR APPROPRIATE TO CAUSE THEIR
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 6 TO BE TRUE AS OF THE
CLOSING DATE, AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, AS IF MADE ON AND AS OF THE CLOSING DATE.
THE PLACEMENT AGENTS
FURTHER COVENANT AND AGREE NOT TO ENGAGE IN HEDGING TRANSACTIONS WITH RESPECT TO
THE CAPITAL SECURITIES UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH
THE SECURITIES ACT.
SECTION 9.
INDEMNIFICATION.
9.1.
INDEMNIFICATION OBLIGATION. THE OFFERORS SHALL JOINTLY AND
SEVERALLY INDEMNIFY AND HOLD HARMLESS THE PLACEMENT AGENTS AND THE PURCHASER AND
EACH OF THEIR RESPECTIVE AGENTS, EMPLOYEES, OFFICERS AND DIRECTORS AND EACH
PERSON THAT CONTROLS