SHARES UNLESS A COPY THEREOF HAS BEEN SUBMITTED TO ML&CO WITHIN A REASONABLE
PERIOD OF TIME BEFORE THE FILING AND ML&CO HAS NOT REASONABLY OBJECTED THERETO
(PROVIDED, HOWEVER, THAT THE FAILURE OF ML&CO TO MAKE SUCH OBJECTION SHALL NOT
RELIEVE THE COMPANY OF ANY OBLIGATION OR LIABILITY HEREUNDER, OR AFFECT ML&CO'S
RIGHT TO RELY ON THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS
AGREEMENT) AND THE COMPANY WILL FURNISH TO ML&CO AT THE TIME OF FILING THEREOF A
COPY OF ANY DOCUMENT THAT UPON FILING IS DEEMED TO BE INCORPORATED BY REFERENCE
INTO THE REGISTRATION STATEMENT OR PROSPECTUS, EXCEPT FOR THOSE DOCUMENTS
AVAILABLE VIA EDGAR; AND (IV) THE COMPANY WILL PROMPTLY EFFECT THE FILING OR
CAUSE EACH AMENDMENT OR SUPPLEMENT TO THE PROSPECTUS TO BE FILED WITH THE
COMMISSION AS REQUIRED PURSUANT TO THE APPLICABLE PARAGRAPH OF RULE 424(B) OF
THE SECURITIES ACT OR, IN THE CASE OF ANY DOCUMENT TO BE INCORPORATED THEREIN BY
REFERENCE, TO BE FILED WITH THE COMMISSION AS REQUIRED PURSUANT TO THE EXCHANGE
ACT, WITHIN THE TIME PERIOD PRESCRIBED (THE DETERMINATION TO FILE OR NOT FILE
ANY AMENDMENT OR SUPPLEMENT WITH THE COMMISSION UNDER THIS SECTION 7(A), BASED
ON THE COMPANY'S REASONABLE OPINION OR REASONABLE OBJECTIONS, SHALL BE MADE
EXCLUSIVELY BY THE COMPANY).
(B) NOTICE OF COMMISSION STOP ORDERS. THE COMPANY WILL ADVISE ML&CO, PROMPTLY
AFTER IT RECEIVES NOTICE OR OBTAINS KNOWLEDGE THEREOF, OF THE ISSUANCE BY THE
COMMISSION OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT, OF THE SUSPENSION OF THE QUALIFICATION OF THE PLACEMENT SHARES FOR
OFFERING OR SALE IN ANY JURISDICTION, OR OF THE INITIATION OR THREATENING OF ANY
PROCEEDING FOR ANY SUCH PURPOSE; AND IT WILL MAKE EVERY REASONABLE EFFORT TO
PREVENT THE ISSUANCE OF ANY STOP ORDER OR TO OBTAIN ITS WITHDRAWAL IF SUCH A
STOP ORDER SHOULD BE ISSUED.
(C) DELIVERY OF PROSPECTUS; SUBSEQUENT CHANGES. DURING ANY PERIOD IN WHICH A
PROSPECTUS RELATING TO THE PLACEMENT SHARES IS REQUIRED TO BE DELIVERED BY ML&CO
UNDER THE SECURITIES ACT WITH RESPECT TO THE OFFER AND SALE OF THE PLACEMENT
18
SHARES, (INCLUDING IN CIRCUMSTANCES WHERE SUCH REQUIREMENT MAY BE SATISFIED
PURSUANT TO RULE 172 UNDER THE SECURITIES ACT), THE COMPANY WILL COMPLY WITH ALL
REQUIREMENTS IMPOSED UPON IT BY THE SECURITIES ACT, AS FROM TIME TO TIME IN
FORCE, AND TO FILE ON OR BEFORE THEIR RESPECTIVE DUE DATES ALL REPORTS AND ANY
DEFINITIVE PROXY OR INFORMATION STATEMENTS REQUIRED TO BE FILED BY THE COMPANY
WITH THE COMMISSION UNDER THE EXCHANGE ACT. IF DURING SUCH PERIOD ANY EVENT
OCCURS AS A RESULT OF WHICH THE PROSPECTUS AS THEN AMENDED OR SUPPLEMENTED WOULD
INCLUDE AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES THEN
EXISTING, NOT MISLEADING, OR IF DURING SUCH PERIOD IT IS NECESSARY TO AMEND OR
SUPPLEMENT THE REGISTRATION STATEMENT OR PROSPECTUS TO COMPLY WITH THE
SECURITIES ACT, THE COMPANY WILL PROMPTLY NOTIFY ML&CO TO SUSPEND