UNDER A SHELF REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT RECORDS AND
INFORMATION THAT THE ISSUER DETERMINES IN GOOD FAITH TO BE CONFIDENTIAL AND SO
NOTIFIES SUCH REPRESENTATIVE, UNDERWRITER, ATTORNEY OR ACCOUNTANT ARE
CONFIDENTIAL SHALL NOT BE DISCLOSED TO ANY SUCH REPRESENTATIVE, UNDERWRITER,
ATTORNEY OR ACCOUNTANT UNLESS (I) THE DISCLOSURE OF SUCH
15
INFORMATION IS NECESSARY TO AVOID OR CORRECT A MATERIAL MISSTATEMENT OR MATERIAL
OMISSION IN AN EFFECTIVE REGISTRATION STATEMENT OR PROSPECTUS, (II) THE RELEASE
OF SUCH INFORMATION IS ORDERED PURSUANT TO A SUBPOENA OR OTHER ORDER FROM A
COURT OF COMPETENT JURISDICTION OR (III) THE INFORMATION HAS BEEN MADE GENERALLY
AVAILABLE TO THE PUBLIC OTHER THAN BY ANY OF SUCH PERSONS OR AN AFFILIATE OF ANY
SUCH PERSONS, PROVIDED, HOWEVER, THAT IF ANY SUCH INFORMATION HAS BEEN DISCLOSED
TO ANY SUCH REPRESENTATIVE, UNDERWRITER, ATTORNEY OR ACCOUNTANT, PRIOR NOTICE
SHALL BE PROVIDED AS SOON AS PRACTICABLE TO THE ISSUER OF THE POTENTIAL
DISCLOSURE OF ANY INFORMATION BY SUCH PERSON UNDER THE CIRCUMSTANCES DESCRIBED
IN CLAUSE (I) OR (II) OF THIS SENTENCE IN ORDER TO PERMIT THE ISSUER TO OBTAIN A
PROTECTIVE ORDER; PROVIDED FURTHER, HOWEVER, THAT IF SUCH RECORDS AND
INFORMATION ARE DETERMINED TO BE CONFIDENTIAL, THE ISSUER SHALL (A) PROVIDE
SUMMARIES OF SUCH INFORMATION TO COUNSEL FOR SUCH UNDERWRITER OR (B) PROVIDE
OTHER MEANS AS REASONABLY REQUESTED BY THE UNDERWRITER TO ENABLE SUCH
UNDERWRITER TO SATISFY ITS DUE DILIGENCE REQUIREMENTS WITHOUT COMPROMISING THE
CONFIDENTIALITY OF SUCH INFORMATION;
(N)
IF REASONABLY REQUESTED BY ANY HOLDER OF REGISTRABLE SECURITIES
COVERED BY A REGISTRATION STATEMENT, (I) SUBJECT TO SECTION 2(B) OF THIS
AGREEMENT, PROMPTLY INCORPORATE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT SUCH INFORMATION WITH RESPECT TO SUCH HOLDER AS SUCH HOLDER REASONABLY
REQUESTS TO BE INCLUDED THEREIN AND (II) SUBJECT TO SECTION 2(B) OF THIS
AGREEMENT, MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR SUCH
POST-EFFECTIVE AMENDMENT AS SOON AS THE ISSUER HAS RECEIVED NOTIFICATION OF THE
MATTERS TO BE INCORPORATED IN SUCH FILING; AND
(O)
IN THE CASE OF AN UNDERWRITTEN OFFERING PURSUANT TO A SHELF
REGISTRATION, ENTER INTO SUCH CUSTOMARY AGREEMENTS AND TAKE ALL SUCH OTHER
ACTIONS IN CONNECTION THEREWITH (INCLUDING THOSE REQUESTED BY THE HOLDERS OF A
MAJORITY OF THE REGISTRABLE SECURITIES BEING SOLD) IN ORDER TO EXPEDITE OR
FACILITATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES AND IN CONNECTION
THEREWITH, (I) TO THE EXTENT POSSIBLE, MAKE SUCH REPRESENTATIONS AND WARRANTIES
TO ANY UNDERWRITERS OF SUCH REGISTRABLE SECURITIES WITH RESPECT TO THE BUSINESS
OF THE ISSUER AND ITS SUBSIDIARIES, THE REGISTRATION STATEMENT, PROSPECTUS AND
DOCUMENTS INCORPORATED BY REFERENCE OR DEEMED INCORPORATED BY REFERENCE, IF ANY,
IN EACH CASE, IN FORM, SUBSTANCE AND SCOPE AS ARE CUSTOMARILY MADE BY ISSUERS TO
UNDERWRITERS IN UNDERWRITTEN OFFERINGS AND CONFIRM THE SAME IN WRITING IF AND
WHEN REQUESTED, (II) OBTAIN OPINIONS OF COUNSEL TO THE ISSUER (WHICH COUNSEL AND
OPINIONS, IN FORM, SCOPE AND SUBSTANCE, SHALL BE REASONABLY SATISFACTORY TO SUCH
UNDERWRITERS AND THEIR RESPECTIVE COUNSEL) ADDRESSED TO EACH UNDERWRITER OF
REGISTRABLE SECURITIES, COVERING THE MATTERS CUSTOMARILY COVERED IN OPINIONS
REQUESTED IN