meaning of Section 11 of the Act;
provided, however, that the foregoing inspection and information gathering shall
be coordinated on behalf of the Registering Parties by one counsel designated by
and on behalf of all Registering Parties, selected in accordance with Section
4.5 below, if applicable, and one counsel designated by and on behalf of the
underwriters.
(XII)
IN THE CASE OF ANY DEMAND REGISTRATION
STATEMENT, HOLDINGS, IF REQUESTED BY HOLDERS OF A MAJORITY OF THE DEMAND
SECURITIES, SHALL CAUSE (A) ITS COUNSEL TO DELIVER AN OPINION AND UPDATES
THEREOF RELATING TO THE DEMAND SECURITIES TO BE REGISTERED IN CUSTOMARY FORM
ADDRESSED TO HOLDERS OF THE DEMAND SECURITIES AND THE MANAGING UNDERWRITERS, IF
ANY, THEREOF AND DATED, IN THE CASE OF THE INITIAL OPINION, THE EFFECTIVE DATE
OF SUCH DEMAND REGISTRATION STATEMENT; (B) ITS OFFICERS TO EXECUTE AND DELIVER
ALL CUSTOMARY DOCUMENTS AND CERTIFICATES AND UPDATES THEREOF REASONABLY
REQUESTED BY ANY UNDERWRITERS OF THE APPLICABLE DEMAND SECURITIES AND
(INCLUDING, WITHOUT LIMITATION, AN UNDERWRITING AGREEMENT IN FORM AND SUBSTANCE
AS IS CUSTOMARY IN UNDERWRITTEN PUBLIC OFFERINGS), AND (C) ITS INDEPENDENT
PUBLIC ACCOUNTANTS AND THE INDEPENDENT PUBLIC ACCOUNTANTS WITH RESPECT TO ANY
BUSINESS ACQUIRED, TO THE EXTENT FINANCIAL INFORMATION WITH RESPECT THERETO IS
INCLUDED OR INCORPORATED BY REFERENCE IN THE DEMAND REGISTRATION STATEMENT TO
PROVIDE TO THE HOLDERS OF THE DEMAND SECURITIES AND ANY UNDERWRITER THEREFOR A
COMFORT LETTER IN CUSTOMARY FORM AND COVERING MATTERS OF THE TYPE CUSTOMARILY
COVERED IN COMFORT LETTERS IN CONNECTION WITH PRIMARY UNDERWRITTEN OFFERINGS,
SUBJECT TO RECEIPT OF APPROPRIATE DOCUMENTATION AS CONTEMPLATED, AND ONLY IF
PERMITTED, BY STATEMENT OF AUDITING STANDARDS NO. 72.
(XIII)
HOLDINGS SHALL COMPLY WITH ALL APPLICABLE RULES
AND REGULATIONS OF THE COMMISSION AND MAKE GENERALLY AVAILABLE TO ITS SECURITY
HOLDERS EARNINGS STATEMENTS SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE
ACT AND RULE 158 THEREUNDER (OR ANY SIMILAR RULE PROMULGATED UNDER THE ACT) NO
LATER THAN FORTY-FIVE (45) DAYS AFTER THE END OF ANY TWELVE (12) MONTH PERIOD
(OR NINETY (90) DAYS AFTER THE END OF ANY TWELVE (12) MONTH PERIOD IF SUCH
PERIOD IS A FISCAL YEAR) (OR IN EACH CASE WITHIN SUCH EXTENDED PERIOD OF TIME AS
MAY BE PERMITTED BY THE COMMISSION FOR FILING THE APPLICABLE REPORT WITH THE
COMMISSION) (A) COMMENCING AT THE END OF ANY FISCAL QUARTER IN WHICH DEMAND
SECURITIES ARE SOLD TO UNDERWRITERS IN A FIRM COMMITMENT OR BEST EFFORTS
UNDERWRITTEN OFFERING AND (B) IF NOT SOLD TO UNDERWRITERS IN SUCH AN OFFERING,
COMMENCING ON THE FIRST DAY OF THE FIRST FISCAL QUARTER OF HOLDINGS AFTER THE
EFFECTIVE DATE OF A REGISTRATION STATEMENT, WHICH STATEMENTS SHALL COVER SAID
TWELVE (12) MONTH PERIOD.
(XIV)
HOLDINGS SHALL COOPERATE WITH EACH SELLER OF
DEMAND SECURITIES COVERED BY ANY REGISTRATION STATEMENT AND EACH UNDERWRITER, IF
ANY, PARTICIPATING IN THE DISPOSITION OF SUCH DEMAND SECURITIES AND THEIR
RESPECTIVE COUNSEL IN CONNECTION WITH ANY FILINGS REQUIRED TO BE MADE WITH THE
NASD.
(XV)
HOLDINGS SHALL USE COMMERCIALLY REASONABLE BEST
EFFORTS TO TAKE ALL OTHER STEPS NECESSARY TO EFFECT THE REGISTRATION OF THE