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.
5
(H) THE COMPANY AGREES THAT, IF GOLDMAN, SACHS & CO. ("GOLDMAN SACHS" AND,
TOGETHER WITH ANY OTHER AFFILIATE OF GOLDMAN SACHS, 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 DILIGENCE" WITH RESPECT TO THE COMPANY
AND SATISFY ITS OBLIGATIONS IN RESPECT THEREOF.
IN ADDITION, AT GOLDMAN SACHS'
REQUEST, THE COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ITS
AUDITOR OR COUNSEL TO FURNISH TO GOLDMAN SACHS, 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 SACHS, 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
UNDERWRITTEN PUBLIC OFFERING, INCLUDING, WITHOUT LIMITATION, A STANDARD "10B-5"
STATEMENT FOR SUCH OFFERING, ADDRESSED TO GOLDMAN SACHS; SUCH COMFORT LETTER,
LEGAL OPINION AND/OR 10B-5 STATEMENT SHALL BE FURNISHED TO GOLDMAN SACHS (I) AT
NO ADDITIONAL COST TO