AND FILE WITH THE COMMISSION, A REGISTRATION STATEMENT AND SUCH AMENDMENTS,
POST-EFFECTIVE AMENDMENTS AND SUPPLEMENTS TO SAID REGISTRATION STATEMENT AND THE
PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SAID
REGISTRATION STATEMENT EFFECTIVE FOR SUCH PERIOD, NOT EXCEEDING 180 DAYS, AS MAY
BE NECESSARY FOR ANY MEZZANINE INVESTOR PARTICIPATING IN A REGISTERED OFFERING
TO DISPOSE OF THE REGISTRABLE INTERESTS REGISTERED THEREUNDER IN THE MANNER
SPECIFIED AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT
TO THE SALE OF SECURITIES COVERED BY SAID REGISTRATION STATEMENT;
(B)
FURNISH TO EACH SELLING MEZZANINE INVESTOR SUCH COPIES OF EACH
PRELIMINARY AND FINAL PROSPECTUS AND SUCH OTHER DOCUMENTS AS SUCH MEZZANINE
INVESTOR MAY REASONABLY REQUEST TO FACILITATE THE PUBLIC OFFERING OF ITS
REGISTRABLE INTERESTS;
(C)
USE ITS REASONABLE COMMERCIAL BEST EFFORTS TO REGISTER OR QUALIFY
THE SECURITIES COVERED BY SAID REGISTRATION STATEMENT UNDER THE SECURITIES OR
"BLUE-SKY" LAWS OF SUCH JURISDICTIONS AS ANY SELLING MEZZANINE INVESTORS MAY
REASONABLY REQUEST, PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO REGISTER
OR QUALIFY THE SECURITIES IN ANY JURISDICTIONS WHICH REQUIRE IT TO QUALIFY TO DO
BUSINESS, SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH JURISDICTION, SUBJECT
ITSELF TO GENERAL SERVICE OF PROCESS THEREIN OR AMEND ANY PROVISION OF ITS
ORGANIZATIONAL DOCUMENTS IN A MANNER THAT WOULD BE ADVERSE TO THE COMPANY OR ITS
MEMBERS;
(D)
IMMEDIATELY NOTIFY EACH SELLING MEZZANINE INVESTOR AT ANY TIME
WHEN A PROSPECTUS RELATING TO ITS REGISTRABLE INTERESTS IS REQUIRED TO BE
DELIVERED UNDER THE SECURITIES ACT, OF THE HAPPENING OF ANY EVENT AS A RESULT OF
WHICH SUCH PROSPECTUS CONTAINS AN
25
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS ANY MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS THEREIN NOT MISLEADING, AND, AT THE REQUEST OF ANY SUCH SELLING
MEZZANINE INVESTOR, PREPARE AND FILE WITH THE COMMISSION A SUPPLEMENT OR
AMENDMENT TO SUCH PROSPECTUS SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS
OF SUCH REGISTRABLE INTERESTS, SUCH PROSPECTUS WILL NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING;
(E)
CAUSE ALL SUCH REGISTRABLE INTERESTS TO BE LISTED ON OR INCLUDED
IN EACH SECURITIES EXCHANGE OR QUOTATION SYSTEM, IF ANY, ON WHICH SIMILAR
SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED, PROVIDED THAT THE APPLICABLE
LISTING REQUIREMENTS ARE SATISFIED;
(F)
OTHERWISE USE ITS REASONABLE COMMERCIAL BEST EFFORTS TO COMPLY IN
ALL MATERIAL RESPECTS WITH ALL APPLICABLE RULES AND REGULATIONS OF THE
COMMISSION AND MAKE GENERALLY AVAILABLE TO ITS MEMBERS, IN EACH CASE AS SOON AS
PRACTICABLE, BUT NOT LATER THAN THIRTY (30) CALENDAR DAYS AFTER THE CLOSE OF THE
PERIOD COVERED THEREBY AN EARNINGS STATEMENT OF THE COMPANY WHICH WILL SATISFY
THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT;
(G)
COOPERATE WITH EACH MEZZANINE INVESTOR AND EACH UNDERWRITER
PARTICIPATING IN THE DISPOSITION OF REGISTRABLE INTERESTS AND THEIR RESPECTIVE
COUNSEL IN CONNECTION WITH ANY FILINGS REQUIRED TO BE MADE WITH THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC.;
(H)
DURING THE PERIOD