FOR
SECURITIES PURCHASED BY THE COMPANY OR ANY OF ITS AFFILIATES AND RESOLD IN A
TRANSACTION REGISTERED UNDER THE SECURITIES ACT.
(N)
THE COMPANY AGREE NOT TO SELL, OFFER FOR
SALE OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY
(AS DEFINED IN THE SECURITIES ACT) THAT WOULD BE INTEGRATED WITH THE SALE OF THE
SECURITIES IN A MANNER THAT WOULD REQUIRE THE REGISTRATION UNDER THE SECURITIES
ACT OF THE SALE TO THE INITIAL PURCHASERS OR THE ELIGIBLE PURCHASERS OF THE
SECURITIES.
(O)
THE COMPANY AGREES TO COMPLY WITH ALL THE
TERMS AND CONDITIONS OF THE REGISTRATION RIGHTS AGREEMENT AND ALL AGREEMENTS SET
FORTH IN THE REPRESENTATION LETTERS OF THE COMPANY TO DTC RELATING TO THE
APPROVAL OF THE SECURITIES BY DTC FOR "BOOK ENTRY" TRANSFER.
(P)
THE COMPANY WILL TAKE SUCH STEPS AS SHALL BE
NECESSARY TO ENSURE THAT NEITHER THE COMPANY NOR ANY OF THE ITS SUBSIDIARIES
BECOMES AN "INVESTMENT COMPANY" WITHIN THE MEANING OF SUCH TERM UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(Q)
THE COMPANY WILL DO AND PERFORM ALL THINGS
REQUIRED OR NECESSARY TO BE DONE AND PERFORMED UNDER THIS AGREEMENT BY IT PRIOR
TO THE CLOSING DATE, AND TO SATISFY ALL CONDITIONS PRECEDENT TO THE INITIAL
PURCHASERS' OBLIGATIONS HEREUNDER TO PURCHASE THE SECURITIES.
22
6.
EXPENSES.
WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE CONSUMMATED OR THIS AGREEMENT
BECOMES EFFECTIVE OR IS TERMINATED, THE COMPANY AGREES, TO PAY ALL COSTS,
EXPENSES, FEES AND TAXES INCIDENT TO AND IN CONNECTION WITH: (I) THE
PREPARATION, PRINTING, FILING AND DISTRIBUTION OF THE PRELIMINARY OFFERING
MEMORANDUM, THE PRICING DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM
(INCLUDING, WITHOUT LIMITATION, FINANCIAL STATEMENTS AND EXHIBITS) AND ALL
AMENDMENTS AND SUPPLEMENTS THERETO (INCLUDING THE FEES, DISBURSEMENTS AND
EXPENSES OF THE COMPANY'S ACCOUNTANTS AND COUNSEL, BUT NOT, HOWEVER, LEGAL FEES
AND EXPENSES OF THE INITIAL PURCHASERS' COUNSEL INCURRED IN CONNECTION
THEREWITH); (II) THE PREPARATION, PRINTING (INCLUDING, WITHOUT LIMITATION, WORD
PROCESSING AND DUPLICATION COSTS) AND DELIVERY OF THIS AGREEMENT, THE INDENTURE,
THE REGISTRATION RIGHTS AGREEMENT, ALL BLUE SKY MEMORANDA AND ALL OTHER
AGREEMENTS, MEMORANDA, CORRESPONDENCE AND OTHER DOCUMENTS PRINTED AND DELIVERED
IN CONNECTION THEREWITH AND WITH THE EXEMPT RESALES (BUT NOT, HOWEVER, LEGAL
FEES AND EXPENSES OF THE INITIAL PURCHASERS' COUNSEL INCURRED IN CONNECTION WITH
ANY OF THE FOREGOING OTHER THAN FEES OF SUCH COUNSEL PLUS REASONABLE
DISBURSEMENTS INCURRED IN CONNECTION WITH THE PREPARATION, PRINTING AND DELIVERY
OF SUCH BLUE SKY MEMORANDA, NOT TO EXCEED $7,500); (III) THE ISSUANCE AND
DELIVERY BY THE COMPANY OF THE SECURITIES AND ANY TAXES PAYABLE IN CONNECTION
THEREWITH; (IV) THE QUALIFICATION OF THE SECURITIES FOR OFFER AND SALE UNDER THE
SECURITIES OR BLUE SKY LAWS OF THE SEVERAL STATES (INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF THE INITIAL PURCHASERS'
COUNSEL RELATING TO SUCH REGISTRATION OR QUALIFICATION); (V) THE FURNISHING OF
SUCH COPIES OF THE PRICING DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM, AND
ALL AMENDMENTS AND SUPPLEMENTS THERETO, AS MAY BE REASONABLY REQUESTED FOR USE
IN CONNECTION WITH THE