Common use of Additional Covenants Clause in Contracts

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. (a) The Dealer Agent hereby confirms that it undertakes is actually engaged in the investment banking and securities business and is a member in good standing with FINRA and hereby agrees that it will undertake to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice FINRA rules (as amended from time to time, including without limitation, any successor provision) in connection with acting as sub-placement agent for the Offeringssale of the Shares. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, and the applicable rules and regulations of any state or any securities exchange or self-regulatory organization having jurisdiction over the relevant Offering. (b) The Dealer Agent hereby agrees that in acting as sub-placement agent for the sale of the Shares, it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus the Prospectus. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it is not authorized by the Distributor or the ProspectusFund or any other seller of the Shares offered pursuant to the Prospectus to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Shares. (c) The Manager Distributor shall not be under any obligation to the Dealer Agent except for obligations assumed hereunder or in writing by the Manager Distributor in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager Distributor and the Dealer Agent an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer Agent authorizes the ManagerDistributor, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute constitutes an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares. (e) The Agent shall at all times comply with the offering requirements as set forth under the heading “Plan of Distribution” in the Prospectus. (f) The Fund shall use its best efforts to list, subject to official notice of issuance, the Shares on the Stock Exchange and to maintain such listing.

Additional Covenants. (a) The Dealer Agent hereby confirms that it undertakes is actually engaged in the investment banking and securities business and is a member in good standing with FINRA and hereby agrees that it will undertake to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice FINRA rules (as amended from time to time, including without limitation, any successor provision) in connection with acting as sub-placement agent for the Offeringssale of the Shares. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, and the applicable rules and regulations of any state or any securities exchange or self-regulatory organization having jurisdiction over the relevant Offering. (b) The Dealer Agent hereby agrees that in acting as sub-placement agent for the sale of the Shares, it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus the Prospectus. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it is not authorized by the Distributor or the ProspectusFund or any other seller of the Shares offered pursuant to the Prospectus to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Shares. (c) The Manager Distributor shall not be under any obligation to the Dealer Agent except for obligations assumed hereunder or in writing by the Manager Distributor in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager Distributor and the Dealer Agent an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer Agent authorizes the ManagerDistributor, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute constitutes an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares. (e) The Agent shall at all times comply with the offering requirements as set forth herein and under the heading “Plan of Distribution” in the Prospectus.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary the Prospectus or any Issuer Free Writing Prospectus to which the ProspectusManager and the Dealer have consented. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. (a) The Dealer hereby Agent ▇▇▇▇▇▇ confirms that it undertakes is actually engaged in the investment banking and securities business and is a member in good standing with FINRA and hereby agrees that it will undertake to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice FINRA rules (as amended from time to time, including without limitation, any successor provision) in connection with acting as sub-placement agent for the Offeringssale of the Shares. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, and the applicable rules and regulations of any state or any securities exchange or self-regulatory organization having jurisdiction over the relevant Offering. (b) The Dealer Agent ▇▇▇▇▇▇ agrees that in acting as sub-placement agent for the sale of the Shares, it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus the Prospectus. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it is not authorized by the Distributor or the ProspectusFund or any other seller of the Shares offered pursuant to the Prospectus to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Shares. (c) The Manager Distributor shall not be under any obligation to the Dealer Agent except for obligations assumed hereunder or in writing by the Manager Distributor in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager Distributor and the Dealer Agent an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer Agent authorizes the ManagerDistributor, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute constitutes an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares. (e) The Agent shall at all times comply with the offering requirements as set forth under the heading “Plan of Distribution” in the Prospectus. (f) The Fund shall use its best efforts to list, subject to official notice of issuance, the Shares on the Stock Exchange and to maintain such listing.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares. (e) The Fund shall use commercially reasonable efforts to list, subject to official notice of issuance, the Common Stock on the Stock Exchange and to maintain such listing.

Additional Covenants. (a) The Dealer hereby Agent ▇▇▇▇▇▇ confirms that it undertakes is actually engaged in the investment banking and securities business and is a member in good standing with FINRA and hereby agrees that it will undertake to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice FINRA rules (as amended from time to time, including without limitation, any successor provision) in connection with acting as sub-placement agent for the Offeringssale of the Shares. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, and the applicable rules and regulations of any state or any securities exchange or self-regulatory organization having jurisdiction over the relevant Offering. (b) The Dealer Agent ▇▇▇▇▇▇ agrees that in acting as sub-placement agent for the sale of the Shares, it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus the Prospectus. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it is not authorized by the Distributor or the ProspectusFund or any other seller of the Shares offered pursuant to the Prospectus to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Shares. (c) The Manager Distributor shall not be under any obligation to the Dealer Agent except for obligations assumed hereunder or in writing by the Manager Distributor in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager Distributor and the Dealer Agent an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer Agent authorizes the ManagerDistributor, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute constitutes an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares. (e) The Agent shall at all times comply with the offering requirements as set forth herein and under the heading “Plan of Distribution” in the Prospectus.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of the FINRA’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRAthe NASD’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. (a) The Dealer Each Party hereby confirms covenants to the other Party that it undertakes to comply will perform its obligations under this Agreement in compliance with all applicable sections Applicable Law. Without limiting the generality of the regulations foregoing, each Party agrees to process and transfer the Materials in compliance with Data Protection Law and, as applicable, the Clinical Trial participants’ informed consents. Adaptimmune acknowledges and agrees that upon receipt of FINRA’s Rules the Clinical Materials with respect to the ZENYTH Trial and the Completed Trials, it will become a data controller of Fair Practice in connection with personal data comprised within such Clinical Materials; provided, however, that nothing herein will relieve GSK of its responsibilities as a data controller of such personal data. Promptly after the OfferingsEffective Date, the Parties shall enter into a data ​ protection agreement, which will include applicable model clauses under GDPR to effectuate the foregoing. (b) The Dealer agrees Parties acknowledge and agree that, on an Active Trial-by-Active Trial and country-by-country basis, from and after the applicable Active Trial Transfer Date, Adaptimmune shall be a data controller of all personal data comprised within any Clinical Materials with respect to such Active Trial and such country, for purposes of applicable Data Protection Law. If an individual makes a written request to either Party to exercise any of their rights under Data Protection Law in respect of their personal information, the receiving Party will respond to that it request in accordance with Data Protection Law; provided that (i) if the request concerns processing of personal information undertaken by the other Party, the receiving Party will: (1) promptly forward the request to the other Party; and (2) cooperate and provide reasonable assistance in relation to that request to enable the other Party to respond in accordance with Data Protection Law; and (ii) all such responses will not use, authorize use of, refer to, or participate be in accordance with applicable provisions of the planning for use of any written communication data protection agreement to be executed pursuant to Section 9.3(a) (as defined in Rule 405 under the Securities ActAdditional Covenants) concerning any Offering, other than any Preliminary Prospectus or the Prospectusherein. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability.[***] (d) The parties acknowledge and agree that all share related numbers contained in If, during the term of this Agreement or afterward, or Adaptimmune is required by any Regulatory Authority to provide any reported data related to the manufacture of lete-cel referenced in the Manufacturing Materials provided in the Manufacturing Transfer Plans and not otherwise provided to Adaptimmune pursuant to this Agreement, upon Adaptimmune’s written request (which request will include a copy of the request from the Regulatory Authority), GSK will [***]. In no event will any data provided pursuant to this paragraph become Additional Materials or Further Materials for any purpose under this Agreement. (e) Prior to the Active Trial Transfer Date, Adaptimmune and its Affiliates (i) shall be adjusted to take into account any stock split effected use Cyber EssentialsTM or equivalent information risk/cybersecurity policies with respect to the Sharestransfer and use of personal data included in the Materials transferred to Adaptimmune or its Affiliates by GSK or its Affiliates and (ii) shall require its and their respective Third Party subcontractors including CRO, who are in possession of the Materials, to adhere to and comply with equivalent information risk/cybersecurity policies with respect to the transfer and use of any personal data in such Materials.

Additional Covenants. (a) The Dealer hereby confirms Vanguard covenants that: (i) it shall promptly verify all monthly Account statements provided to it by the Transfer Agent and all daily Account statements and trade information made available to it; (ii) it will not exercise discretionary control, authority or management on behalf of any Plan such that it undertakes to comply with all applicable sections would be a Plan fiduciary within the meaning of the regulations Employee Retirement Income Security Act of FINRA’s Rules 1974 (“ERISA”) or the Internal Revenue Code of Fair Practice 1986 (“Code”) with respect to the provision of services pursuant to this Agreement; (iii) the receipt of fees by Vanguard as provided for in Section 6 of this Agreement will not constitute a non-exempt “prohibited transaction” as such term as defined in Section 406 of ERISA and Section 4975 of the Code; and (iv) it is not providing investment advisory services under this Agreement. (v) it will (a) respond to reasonable requests from Transfer Agent for information, reports and documents as Transfer Agent may reasonably request in connection with its compliance activities relating to the OfferingsFund; (b) provide certifications regarding the Plan Services; and (c) make records and personnel reasonably available during normal business hours to facilitate Transfer Agent’s review of transactions pursuant to this Agreement. (b) The Dealer agrees Fund covenants that: (i) it shall comply with all federal and state securities, insurance, ERISA and tax laws, rules and regulations applicable to it as a result of the transactions contemplated by this Agreement; (ii) it or its representative shall establish the Accounts on its or its representative’s mutual fund shareholder accounting system, as contemplated by this Agreement, and maintain the Accounts in accordance with all applicable federal and state securities laws, and such Accounts shall be in the name of Vanguard or such other party as may be designated by the Plan as the shareholder of record of shares of the Portfolios owned by the Plans (“Record Owner”); and (iii) in the event that a Portfolio, which is then included as an investment option within a Plan, becomes closed to new investors, it will not use, authorize use of, refer to, restrict or participate in otherwise preclude the planning for use purchase of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectusshares of such Portfolio by Plan Participants of such Plans that then hold shares of such Portfolio. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offeringoffering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. Without prejudice to the covenants and agreements set forth in the Credit Agreement or the other Loan Documents, the Borrower covenants and agrees as follows: (a) The Dealer hereby confirms Not later than 2 Business Days prior to any borrowing of a Revolving Loan during the Specified Period, the proceeds of which will be used in whole or in part to make expenditures that it undertakes are of a type not expressly contemplated by the Budget and that will exceed $1,250,000 for the week in which such borrowing is to comply with all applicable sections occur, the Borrower will deliver to the Administrative Agent evidence satisfactory to the Administrative Agent that, after making such borrowing (and taking into account the Borrower's good faith estimate of the regulations net increase in aggregate borrowings to occur during such week) the aggregate unused Revolving Commitments will be at least equal to the amount set forth in Annex I opposite the respective week in which such borrowing is being made, together with a certificate of FINRA’s Rules the chief financial officer of Fair Practice the Borrower setting forth in connection reasonable detail the proposed use of such proceeds and a calculation of such aggregate unused Revolving Commitment amount, it being understood that, unless the provisions of this paragraph (a) are satisfied with respect to each requested borrowing of a Revolving Loan during the Offerings.Specified Period, the proceeds of which are to be applied as described above, the Lenders shall not be obligated to make such Loan anything in the Credit Agreement to the contrary notwithstanding; and (b) Not later than April 30, 2000, the Borrower shall relocate its concentration account to an account at The Dealer agrees that it will not useChase Manhattan Bank, authorize use ofand shall execute and deliver such control agreements and other documents relating to such concentration account, refer to, or participate in the planning for use of any written communication (and take such action as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation necessary to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A perfect of the Internal Revenue Code security interest of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the ManagerLenders therein, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party Administrative Agent shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liabilityrequest. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.