NECESSARY IN ORDER TO MAKE GENERALLY AVAILABLE TO ITS SECURITYHOLDERS
AS SOON AS PRACTICABLE AN EARNINGS STATEMENT FOR THE PURPOSES OF, AND TO PROVIDE
THE BENEFITS CONTEMPLATED BY, THE LAST PARAGRAPH OF SECTION 11(A) OF THE ACT.
(E)
THE COMPANY WILL FURNISH TO THE REPRESENTATIVES COPIES OF THE
REGISTRATION STATEMENT, INCLUDING ALL EXHIBITS, ANY RELATED PRELIMINARY
PROSPECTUS, ANY RELATED
4
PRELIMINARY PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND ALL AMENDMENTS AND
SUPPLEMENTS TO SUCH DOCUMENTS, IN EACH CASE AS SOON AS AVAILABLE AND IN SUCH
QUANTITIES AS ARE REASONABLY REQUESTED.
(F)
THE COMPANY WILL ARRANGE FOR THE QUALIFICATION OF THE SECURITIES
FOR SALE AND THE DETERMINATION OF THEIR ELIGIBILITY FOR INVESTMENT UNDER THE
LAWS OF SUCH JURISDICTIONS AS THE REPRESENTATIVES SHALL REASONABLY DESIGNATE AND
WILL CONTINUE SUCH QUALIFICATIONS IN EFFECT SO LONG AS REQUIRED FOR THE
DISTRIBUTION OF THE SECURITIES; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE
OBLIGATED TO FILE ANY GENERAL CONSENT TO SERVICE OF PROCESS OR TO QUALIFY AS A
FOREIGN CORPORATION IN ANY JURISDICTION IN WHICH IT IS NOT SO QUALIFIED.
(G)
DURING THE PERIOD OF FIVE YEARS AFTER THE DATE OF ANY TERMS
AGREEMENT, THE COMPANY WILL FURNISH TO THE REPRESENTATIVES AND, UPON REQUEST, TO
EACH OF THE OTHER UNDERWRITERS, IF ANY, AS SOON AS PRACTICABLE AFTER THE END OF
EACH FISCAL YEAR, A COPY OF ITS ANNUAL REPORT TO STOCKHOLDERS FOR SUCH YEAR; AND
THE COMPANY WILL FURNISH TO THE REPRESENTATIVES (I) AS SOON AS AVAILABLE, A COPY
OF EACH REPORT ON FORM 10-K OR 10-Q OR DEFINITIVE PROXY STATEMENT OF THE COMPANY
FILED WITH THE COMMISSION UNDER THE EXCHANGE ACT, OR MAILED TO STOCKHOLDERS, AND
(II) FROM TIME TO TIME, SUCH OTHER INFORMATION CONCERNING THE COMPANY AS THE
REPRESENTATIVES MAY REASONABLY REQUEST.
(H)
THE COMPANY WILL PAY ALL EXPENSES INCIDENT TO THE PERFORMANCE OF
ITS OBLIGATIONS UNDER THIS AGREEMENT AND EACH TERMS AGREEMENT AND WILL REIMBURSE
THE UNDERWRITERS FOR ANY EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL)
INCURRED BY THEM IN CONNECTION WITH QUALIFICATION OF THE REGISTERED SECURITIES
FOR SALE UNDER THE LAWS OF SUCH JURISDICTIONS AS THE REPRESENTATIVES MAY
REASONABLY DESIGNATE AND THE PRINTING OF MEMORANDA RELATING THERETO, FOR ANY
FEES CHARGED BY INVESTMENT RATING AGENCIES FOR THE RATING OF THE SECURITIES AND
FOR EXPENSES INCURRED IN DISTRIBUTING THE PROSPECTUS, ANY PRELIMINARY
PROSPECTUSES AND ANY PRELIMINARY PROSPECTUS SUPPLEMENTS TO UNDERWRITERS.
(I)
FOR A PERIOD BEGINNING AT THE TIME OF EXECUTION OF THE TERMS
AGREEMENT AND ENDING ONE BUSINESS DAY AFTER THE CLOSING DATE, THE COMPANY WILL
NOT, WITHOUT THE PRIOR CONSENT OF THE REPRESENTATIVES, OFFER, SELL, CONTRACT TO
SELL OR OTHERWISE DISPOSE OF ANY PUBLICLY SOLD (INCLUDING PURSUANT TO RULE 144A
OF THE ACT) UNITED STATES DOLLAR-DENOMINATED DEBT SECURITIES ISSUED OR
GUARANTEED BY THE COMPANY AND HAVING A MATURITY OF MORE THAN ONE YEAR FROM THE
DATE OF ISSUE.
5.
CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS.
THE
OBLIGATIONS OF THE SEVERAL UNDERWRITERS TO PURCHASE AND PAY FOR THE SECURITIES
THAT ARE THE SUBJECT OF THE APPLICABLE TERMS AGREEMENT WILL BE SUBJECT TO