INFORMATION IS REQUIRED BY COURT OR ADMINISTRATIVE ORDER OR
IS NECESSARY TO RESPOND TO INQUIRIES OF REGULATORY AUTHORITIES, (II) DISCLOSURE
OF SUCH INFORMATION IS REQUIRED BY LAW (INCLUDING ANY DISCLOSURE REQUIREMENTS
PURSUANT TO FEDERAL SECURITIES LAWS IN CONNECTION WITH THE FILING OF ANY
REGISTRATION STATEMENT OR THE USE OF ANY PROSPECTUS REFERRED TO IN THIS
AGREEMENT), (III) SUCH INFORMATION BECOMES GENERALLY AVAILABLE TO THE PUBLIC
OTHER THAN AS A RESULT OF A DISCLOSURE OR FAILURE TO SAFEGUARD BY ANY SUCH
PERSON OR (IV) SUCH INFORMATION BECOMES AVAILABLE TO ANY SUCH PERSON FROM A
SOURCE OTHER THAN THE COMPANY AND SUCH SOURCE IS NOT BOUND BY A CONFIDENTIALITY
AGREEMENT, AND PROVIDED FURTHER THAT THE FOREGOING INSPECTION AND INFORMATION
GATHERING SHALL, TO THE GREATEST EXTENT POSSIBLE, BE COORDINATED ON BEHALF OF
ALL THE NOTICE HOLDERS AND THE OTHER PARTIES ENTITLED THERETO BY THE SPECIAL
COUNSEL.
(K)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC AND
MAKE GENERALLY AVAILABLE TO ITS SECURITYHOLDERS EARNING STATEMENTS (WHICH NEED
NOT BE AUDITED) SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT
AND RULE 158 THEREUNDER (OR ANY SIMILAR RULE PROMULGATED UNDER THE SECURITIES
ACT) FOR A 12-MONTH PERIOD COMMENCING ON THE FIRST DAY OF THE FIRST FISCAL
QUARTER OF THE COMPANY COMMENCING AFTER THE EFFECTIVE DATE OF A REGISTRATION
STATEMENT, WHICH STATEMENTS SHALL BE MADE AVAILABLE NO LATER THAN 45
DAYS AFTER
THE END OF THE 12-MONTH PERIOD OR 90 DAYS IF THE 12-MONTH PERIOD COINCIDES WITH
A FISCAL YEAR OF THE COMPANY.
(L)
COOPERATE WITH EACH NOTICE HOLDER TO FACILITATE THE TIMELY
PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES
SOLD OR TO BE SOLD PURSUANT TO A REGISTRATION STATEMENT,
WHICH CERTIFICATES
SHALL NOT BEAR ANY RESTRICTIVE LEGENDS, AND CAUSE SUCH REGISTRABLE SECURITIES TO
BE IN SUCH DENOMINATIONS AS ARE PERMITTED BY THE INDENTURE AND REGISTERED IN
SUCH NAMES AS SUCH NOTICE HOLDER MAY REQUEST IN WRITING AT LEAST ONE (1)
BUSINESS DAY PRIOR TO ANY SALE OF SUCH REGISTRABLE SECURITIES.
12
(M)
PROVIDE A CUSIP NUMBER FOR ALL REGISTRABLE SECURITIES COVERED BY
EACH REGISTRATION STATEMENT NOT LATER THAN THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT AND PROVIDE THE TRUSTEE AND THE TRANSFER AGENT FOR THE
COMMON STOCK WITH PRINTED CERTIFICATES FOR THE REGISTRABLE SECURITIES THAT ARE
IN A FORM ELIGIBLE FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY.
(N)
COOPERATE AND ASSIST IN ANY FILINGS REQUIRED TO BE MADE WITH THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
(O)
UPON (I) THE FILING OF THE INITIAL SHELF REGISTRATION STATEMENT
AND (II) THE EFFECTIVENESS OF THE INITIAL SHELF REGISTRATION STATEMENT, ANNOUNCE
THE SAME, IN EACH CASE BY RELEASE TO REUTERS ECONOMIC SERVICES AND BLOOMBERG
BUSINESS NEWS.
(P)
IF FOR ANY REASON FROM TIME TO TIME THE COMPANY SHALL NOT BE
ELIGIBLE UNDER APPLICABLE SEC REGULATIONS TO USE A SHELF REGISTRATION STATEMENT,
AT THE REQUEST OF THE PURCHASER, THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO FILE, HAVE DECLARED EFFECTIVE AND MAINTAIN CONTINUOUSLY EFFECTIVE A
REGISTRATION STATEMENT ON SUCH FORM AS THE SEC