TO BE TRUE AS OF THE CLOSING DATE AND AFTER GIVING EFFECT TO THE
EXCHANGE.
(B)
THE COMPANY WILL ARRANGE FOR THE QUALIFICATION OF THE SECURITIES
FOR SALE UNDER THE LAWS OF SUCH JURISDICTIONS AS THE HOLDERS OF THE SECURITIES
MAY DESIGNATE AND WILL MAINTAIN SUCH QUALIFICATIONS IN EFFECT SO LONG AS
REQUIRED FOR THE SALE OF THE SECURITIES.
THE COMPANY WILL PROMPTLY ADVISE THE
HOLDERS OF THE SECURITIES OF THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH
RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE SECURITIES FOR SALE IN ANY
JURISDICTION OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE.
(C)
THE COMPANY WILL NOT, AND ACKNOWLEDGES THAT IT IS NOT PERMITTED
TO, EXERCISE ANY RIGHT TO DEFER INTEREST FOR ANY EXTENSION PERIOD (AS DEFINED IN
THE NEW INDENTURE) WITH RESPECT TO ANY INTEREST PERIOD COMMENCING PRIOR TO
JANUARY 30, 2019.
(D)
INTENTIONALLY OMITTED.
19
(E)
THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF ITS AFFILIATES OR
ANY PERSON ACTING ON ITS OR THEIR BEHALF TO, DIRECTLY OR INDIRECTLY, MAKE OFFERS
OR SALES OF ANY SECURITY, OR SOLICIT OFFERS TO BUY ANY SECURITY, UNDER
CIRCUMSTANCES THAT WOULD REQUIRE THE REGISTRATION OF ANY OF THE SECURITIES UNDER
THE SECURITIES ACT.
(F)
THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF ITS AFFILIATES
OR ANY PERSON ACTING ON ITS OR THEIR BEHALF TO, ENGAGE IN (I) ANY FORM OF
"GENERAL SOLICITATION OR GENERAL ADVERTISING" (WITHIN THE MEANING OF REGULATION
D), OR (II) ANY "DIRECTED SELLING EFFORTS" WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, IN CONNECTION WITH ANY OFFER OR SALE OF THE ANY OF THE
SECURITIES.
(G)
SO LONG AS ANY OF THE SECURITIES ARE OUTSTANDING, (I) THE
SECURITIES SHALL NOT BE LISTED ON A NATIONAL SECURITIES EXCHANGE REGISTERED
UNDER SECTION 6 OF THE EXCHANGE ACT OR QUOTED IN A U.S. AUTOMATED INTER-DEALER
QUOTATION SYSTEM AND (II) THE COMPANY SHALL NOT BE AN OPEN-END INVESTMENT
COMPANY, UNIT INVESTMENT TRUST OR FACE-AMOUNT CERTIFICATE COMPANY THAT IS, OR IS
REQUIRED TO BE, REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT, AND,
THE SECURITIES SHALL OTHERWISE SATISFY THE ELIGIBILITY REQUIREMENTS OF
RULE 144A(D)(3).
(H)
THE COMPANY SHALL FURNISH TO (I) THE HOLDERS OF THE SECURITIES,
(II) TABERNA CAPITAL MANAGEMENT, LLC AND (III) ANY BENEFICIAL OWNER OF THE
SECURITIES REASONABLY IDENTIFIED TO THE COMPANY, A DULY COMPLETED AND EXECUTED
CERTIFICATE IN THE FORM ATTACHED HERETO AS ANNEX
D, INCLUDING THE FINANCIAL
STATEMENTS REFERENCED IN SUCH ANNEX, WHICH CERTIFICATE AND FINANCIAL STATEMENTS
SHALL BE SO FURNISHED BY THE COMPANY NOT LATER THAN FORTY-FIVE (45) DAYS AFTER
THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR OF THE
COMPANY AND NOT LATER THAN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR OF
THE COMPANY.
(I)
THE COMPANY WILL, DURING ANY PERIOD IN WHICH IT OR ITS GENERAL
PARTNER IS NOT SUBJECT TO AND IN COMPLIANCE WITH SECTION 13 OR 15(D) OF THE
EXCHANGE ACT, OR IT OR ITS