of securities.
No Holder may participate in a Piggyback Offering
unless it agrees to sell its Registrable Securities on the basis provided in
such underwriting agreement and completes and executes all questionnaires,
powers of attorney, indemnities and other documents reasonably required under
the terms of such underwriting agreement.
Each such Holder may, at its option,
require that any or all of the representations and warranties by, and the other
agreements on the part of, the Partnership, to the extent customarily made by
issuers in secondary Underwritten Offerings, to and for the benefit of such
underwriters also be made to and for such Holder's benefit and that any or all
of the conditions precedent to the obligations of such underwriters under such
underwriting agreement also be conditions precedent to its obligations. No
Holder shall be required to make any representations or warranties to or
agreements with the Partnership or the underwriters other than representations,
warranties or agreements regarding such Holder itself and its ownership of the
Included Registrable Securities and its intended method of distribution and any
other
6
representation required by law.
If any such Holder disapproves of the terms of
an underwriting agreement, such Holder may elect to withdraw therefrom by notice
to the Partnership and the Managing Underwriter; provided, however, that such
withdrawal must be made no later than the time of pricing of such Piggyback
Offering to be effective.
No such withdrawal or abandonment by a Holder shall
affect the Partnership's obligation to pay Registration Expenses.
Section 8.05
General Procedures.
In connection
with its obligations herein, the Partnership will, as expeditiously as possible:
(A)
PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS AND SUPPLEMENTS TO THE SHELF REGISTRATION STATEMENT AND THE
PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP THE SHELF
REGISTRATION STATEMENT EFFECTIVE UNTIL THE TERMINATION DATE AND AS MAY BE
NECESSARY TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY THE SHELF REGISTRATION
STATEMENT;
(B)
FURNISH TO EACH HOLDER (I) AS FAR IN ADVANCE
AS REASONABLY PRACTICABLE BEFORE FILING THE SHELF REGISTRATION STATEMENT OR ANY
OTHER REGISTRATION STATEMENT CONTEMPLATED BY THIS AGREEMENT OR ANY SUPPLEMENT OR
AMENDMENT THERETO, UPON REQUEST, COPIES OF REASONABLY COMPLETE DRAFTS OF ALL
SUCH DOCUMENTS PROPOSED TO BE FILED (INCLUDING EXHIBITS AND EACH DOCUMENT
INCORPORATED BY REFERENCE THEREIN TO THE EXTENT THEN REQUIRED BY THE RULES AND
REGULATIONS OF THE COMMISSION, TO THE EXTENT NOT OTHERWISE PUBLICLY AVAILABLE IN
PACIFIC'S FILINGS WITH THE COMMISSION), AND PROVIDE EACH HOLDER THE OPPORTUNITY
TO OBJECT TO ANY INFORMATION PERTAINING TO SUCH HOLDER AND ITS PLAN OF
DISTRIBUTION THAT IS CONTAINED THEREIN AND MAKE THE CORRECTIONS REASONABLY
REQUESTED BY SUCH HOLDER WITH RESPECT TO SUCH INFORMATION PRIOR TO FILING THE
SHELF REGISTRATION STATEMENT OR SUCH OTHER REGISTRATION STATEMENT OR SUPPLEMENT
OR AMENDMENT THERETO, AND (II) SUCH NUMBER OF COPIES OF THE SHELF REGISTRATION
STATEMENT OR SUCH OTHER REGISTRATION STATEMENT AND THE PROSPECTUS INCLUDED
THEREIN AND ANY SUPPLEMENTS AND AMENDMENTS THERETO