COMPANY
WILL FURNISH TO THE INITIAL PURCHASERS (I) AS SOON AS AVAILABLE, A COPY OF EACH
REPORT OF THE COMPANY MAILED TO STOCKHOLDERS GENERALLY OR FILED WITH ANY STOCK
EXCHANGE OR REGULATORY BODY AND (II) FROM TIME TO TIME SUCH OTHER INFORMATION
CONCERNING THE COMPANY AS THE INITIAL PURCHASERS MAY REASONABLY REQUEST,
PROVIDED THAT SUCH REPORTS AND OTHER INFORMATION NEED NOT BE FURNISHED TO THE
INITIAL PURCHASERS IF SUCH REPORT OR OTHER INFORMATION IS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON EDGAR.
(J)
THE COMPANY WILL APPLY THE NET PROCEEDS FROM THE SALE OF THE
SECURITIES TO BE SOLD BY IT HEREUNDER SUBSTANTIALLY IN ACCORDANCE WITH THE
DESCRIPTION SET FORTH IN THE PRICING DISCLOSURE PACKAGE AND THE OFFERING
MEMORANDUM UNDER THE CAPTION "USE OF PROCEEDS."
(K)
THE COMPANY AND ITS AFFILIATES WILL NOT TAKE, DIRECTLY OR
INDIRECTLY, ANY ACTION DESIGNED TO OR THAT HAS CONSTITUTED OR THAT REASONABLY
WOULD BE EXPECTED TO CAUSE OR RESULT IN THE STABILIZATION OR MANIPULATION OF THE
PRICE OF ANY SECURITY OF THE COMPANY IN CONNECTION WITH THE OFFERING OF THE
SECURITIES.
(L)
THE COMPANY WILL USE ITS REASONABLE COMMERCIAL EFFORTS TO PERMIT
THE SECURITIES TO BE DESIGNATED AS PRIVATE OFFERINGS, RESALES AND TRADING
THROUGH AUTOMATED LINKAGES (PORTAL) MARKETSM (THE "PORTAL MARKETSM") SECURITIES
IN ACCORDANCE WITH THE RULES AND REGULATIONS ADOPTED BY THE NATIONAL ASSOCIATION
OF SECURITIES DEALERS, INC. RELATING TO TRADING IN THE PORTAL MARKETSM AND TO
PERMIT THE SECURITIES TO BE ELIGIBLE FOR CLEARANCE AND SETTLEMENT THROUGH DTC.
(M)
THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF ITS AFFILIATES (AS
DEFINED IN RULE 144 UNDER THE SECURITIES ACT) TO, RESELL ANY OF THE SECURITIES
THAT HAVE BEEN ACQUIRED BY ANY OF THEM, EXCEPT FOR SECURITIES PURCHASED BY THE
COMPANY OR ANY OF ITS AFFILIATES AND RESOLD IN A TRANSACTION REGISTERED UNDER
THE SECURITIES ACT.
20
(N)
THE COMPANY AGREES NOT TO SELL, OFFER FOR SALE OR
SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY (AS
DEFINED IN THE SECURITIES ACT) THAT WOULD BE INTEGRATED WITH THE SALE OF THE
SECURITIES IN A MANNER THAT WOULD REQUIRE THE REGISTRATION UNDER THE SECURITIES
ACT OF THE SALE TO THE INITIAL PURCHASERS OR THE ELIGIBLE PURCHASERS OF THE
SECURITIES.
(O)
THE COMPANY AGREES TO COMPLY IN ALL MATERIAL
RESPECTS WITH THE AGREEMENTS SET FORTH IN THE REPRESENTATION LETTERS OF THE
COMPANY TO DTC RELATING TO THE APPROVAL OF THE SECURITIES BY DTC FOR "BOOK
ENTRY" TRANSFER.
(P)
THE COMPANY WILL DO AND PERFORM ALL THINGS
REQUIRED OR NECESSARY TO BE DONE AND PERFORMED UNDER THIS AGREEMENT BY IT PRIOR
TO THE CLOSING DATE, AND TO SATISFY ALL CONDITIONS PRECEDENT TO THE INITIAL
PURCHASERS' OBLIGATIONS HEREUNDER TO PURCHASE THE SECURITIES.
(Q)
THE COMPANY (I) SHALL COMPLETE ON OR PRIOR TO THE
CLOSING DATE ALL FILINGS AND OTHER SIMILAR ACTIONS REQUIRED IN CONNECTION WITH
THE PERFECTION (TO THE EXTENT SUCH CONCEPT IS APPLICABLE IN THE RELEVANT
JURISDICTIONS) OF THE SECURITY INTERESTS AS AND TO THE EXTENT REQUIRED TO BE
MADE