FILING OF THE REGISTRATION STATEMENT WITH THE COMMISSION TO REVIEW THE
REGISTRATION STATEMENT, AND REASONABLY CONSIDER AND TAKE INTO ACCOUNT ALL
REASONABLE COMMENTS FROM SUCH COUNSEL WITH RESPECT THERETO;
(XII)
FURNISH PROMPTLY TO LMINT COPIES OF ALL WRITTEN COMMUNICATIONS
BETWEEN UGC (INCLUDING ITS COUNSEL) AND THE COMMISSION WITH RESPECT TO THE
REGISTRATION STATEMENT NOT OTHERWISE SET FORTH ABOVE;
(XIII)
OTHERWISE USE COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE COMMISSION, AND MAKE AVAILABLE TO LMINT,
AS SOON AS REASONABLY PRACTICABLE AN EARNINGS STATEMENT THAT SATISFIES THE
PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT AND RULE 158 THEREUNDER; AND
(XIV)
IF THE REGISTRATION STATEMENT CEASES TO BE EFFECTIVE, PROMPTLY
PREPARE AND FILE A NEW REGISTRATION STATEMENT COVERING THE UGC STOCK PREVIOUSLY
COVERED BY THE REGISTRATION STATEMENT AND USE ITS COMMERCIALLY REASONABLE
EFFORTS TO HAVE SUCH NEW REGISTRATION STATEMENT DECLARED EFFECTIVE AS SOON AS
POSSIBLE AND OTHERWISE COMPLY, AS TO SUCH NEW REGISTRATION STATEMENT, WITH THE
OBLIGATIONS HEREUNDER AS IF SUCH NEW REGISTRATION STATEMENT IS THE REGISTRATION
STATEMENT.
(B)
LMINT'S OBLIGATIONS.
PROMPTLY FOLLOWING A WRITTEN REQUEST BY UGC,
LMINT WILL DELIVER A WRITTEN NOTICE TO UGC CONTAINING ANY INFORMATION REQUIRED
UNDER THE SECURITIES ACT OR THE REGULATIONS PROMULGATED BY THE COMMISSION AND
REQUESTED BY UGC AND NECESSARY TO ENABLE THE REGISTRATION STATEMENT OR ANY
AMENDMENT OR SUPPLEMENT THERETO TO INCLUDE THE INFORMATION REQUIRED REGARDING
LMINT AND THE INTENDED DISTRIBUTION OF THE UGC STOCK (A "NOTICE AND
QUESTIONNAIRE").
(C)
PERMITTED INTERRUPTION.
NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT, UNDER THE CIRCUMSTANCES AND SUBJECT TO THE TERMS AND CONDITIONS
SPECIFIED IN SECTION 3.1(A) OF THE REGISTRATION RIGHTS AGREEMENT, UGC MAY
REQUIRE LMINT TO SUSPEND THE OFFERING OF UGC STOCK PURSUANT TO THE REGISTRATION
STATEMENT PROVIDED THAT THE REGISTRATION STATEMENT HAS BEEN EFFECTIVE FOR AT
LEAST 60 DAYS.
14
Section 2.6
Registration Expenses.
In connection with any
registration with the Commission pursuant to this Agreement, UGC must pay all
expenses incurred in connection with such registration on the terms and
conditions specified in Section 3.2 of the Registration Rights Agreement.
Section 2.7
Indemnification Relating to Registration.
The Parties'
indemnification obligations relating to the matters addressed in Section 2.5
will be governed by the provisions of Article IV of the Registration Rights
Agreement, and not by Sections 7.2 and 7.3 hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1
LMINT's Representations and Warranties.
LMINT
represents and warrants to UGC that the statements contained in this Section 3.1
are correct and complete as of the date of this Agreement and will be correct
and complete as of the Exchange Closing Date as though made then:
(A)
ORGANIZATION.
IT (I) IS DULY ORGANIZED, VALIDLY EXISTING, AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND (II) HAS ALL REQUISITE
LIMITED LIABILITY COMPANY POWER AND AUTHORITY TO OWN, LEASE, AND OPERATE ITS
PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED.
(B)
POWER AND AUTHORITY.
(I) IT HAS ALL REQUISITE LIMITED LIABILITY
COMPANY POWER AND AUTHORITY TO ENTER INTO