COMPANY DELIVER SUCH NOTICE TO THE
INVESTORS WITHOUT THE INVESTORS' PRIOR CONSENT IF SUCH NOTICE CONTAINS ANY
MATERIAL, NONPUBLIC INFORMATION), AND, SUBJECT TO SECTION 6(R), PROMPTLY PREPARE
A SUPPLEMENT OR AMENDMENT TO SUCH REGISTRATION STATEMENT TO CORRECT SUCH UNTRUE
STATEMENT OR OMISSION, AND DELIVER TEN (10) COPIES OF SUCH SUPPLEMENT OR
AMENDMENT TO LEGAL COUNSEL AND EACH INVESTOR (OR SUCH OTHER NUMBER OF COPIES AS
LEGAL COUNSEL OR SUCH INVESTOR MAY REASONABLY REQUEST).
THE COMPANY SHALL ALSO
PROMPTLY NOTIFY LEGAL COUNSEL AND EACH INVESTOR IN WRITING (I) WHEN A PROSPECTUS
OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS BEEN FILED, AND
WHEN A REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT HAS BECOME
EFFECTIVE (NOTIFICATION OF SUCH EFFECTIVENESS SHALL BE DELIVERED TO LEGAL
COUNSEL AND EACH INVESTOR BY FACSIMILE OR E-MAIL ON THE SAME DAY OF SUCH
EFFECTIVENESS AND BY OVERNIGHT MAIL), (II) OF ANY REQUEST BY THE SEC FOR
AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT OR RELATED PROSPECTUS OR
RELATED INFORMATION, AND (III) OF THE COMPANY'S REASONABLE DETERMINATION THAT A
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT WOULD BE APPROPRIATE.
(G)
THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR OTHER SUSPENSION
OF EFFECTIVENESS OF A REGISTRATION STATEMENT, OR THE SUSPENSION OF THE
QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION
AND, IF SUCH AN ORDER OR SUSPENSION IS ISSUED, TO OBTAIN THE WITHDRAWAL OF SUCH
ORDER OR SUSPENSION AT THE EARLIEST POSSIBLE MOMENT AND TO NOTIFY LEGAL COUNSEL
AND EACH INVESTOR WHO HOLDS REGISTRABLE SECURITIES BEING SOLD OF THE ISSUANCE OF
SUCH ORDER AND THE RESOLUTION THEREOF OR ITS RECEIPT OF ACTUAL NOTICE OF THE
INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH PURPOSE.
(H)
THE COMPANY AGREES THAT, IF GOLDMAN
(TOGETHER WITH ANY AFFILIATE OF GOLDMAN, THE "GS ENTITIES" OR THE "GS ENTITY")
OR ANY GS ENTITY COULD REASONABLY BE DEEMED TO BE AN "UNDERWRITER," AS DEFINED
IN SECTION 2(A)(11) OF THE SECURITIES ACT, IN CONNECTION WITH ANY REGISTRATION
OF THE COMPANY'S SECURITIES OF ANY GS ENTITY PURSUANT TO THIS AGREEMENT, AND ANY
AMENDMENT OR SUPPLEMENT THEREOF (ANY SUCH REGISTRATION STATEMENT OR AMENDMENT OR
SUPPLEMENT A "GS UNDERWRITER REGISTRATION STATEMENT"), THEN THE COMPANY WILL
COOPERATE WITH SUCH GS ENTITY IN ALLOWING SUCH GS ENTITY TO CONDUCT CUSTOMARY
"UNDERWRITER'S DUE
8
DILIGENCE" WITH RESPECT TO THE COMPANY AND SATISFY ITS OBLIGATIONS IN RESPECT
THEREOF.
IN ADDITION, AT GOLDMAN'S REQUEST, THE COMPANY WILL USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE ITS AUDITOR OR COUNSEL TO FURNISH TO GOLDMAN, ON THE
FIRST DATE OF THE EFFECTIVENESS OF THE GS UNDERWRITER REGISTRATION STATEMENT
(I) A LETTER, DATED SUCH DATE, FROM THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN BY INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING,
ADDRESSED TO GOLDMAN, AND (II) AN OPINION, DATED AS OF SUCH DATE, OF COUNSEL
REPRESENTING THE COMPANY FOR PURPOSES OF SUCH GS UNDERWRITER REGISTRATION
STATEMENT, IN FORM, SCOPE AND SUBSTANCE AS IS CUSTOMARILY GIVEN IN AN