SECURITIES, SUCH LETTERS TO BE IN CUSTOMARY FORM
AND COVERING MATTERS OF THE TYPE CUSTOMARILY COVERED IN "COMFORT" LETTERS IN
CONNECTION WITH UNDERWRITTEN OFFERINGS, INCLUDING BUT NOT LIMITED TO FINANCIAL
INFORMATION CONTAINED IN ANY PRELIMINARY PROSPECTUS OR PROSPECTUS AND
(4) DELIVER SUCH DOCUMENTS AND CERTIFICATES AS MAY BE REASONABLY REQUESTED BY
THE HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF THE REGISTRABLE SECURITIES
BEING SOLD OR THE UNDERWRITERS, AND WHICH ARE CUSTOMARILY DELIVERED IN
UNDERWRITTEN OFFERINGS, TO EVIDENCE THE CONTINUED VALIDITY OF THE
REPRESENTATIONS AND WARRANTIES OF THE
12
COMPANY AND THE GUARANTORS MADE PURSUANT TO CLAUSE (1) ABOVE AND TO EVIDENCE
COMPLIANCE WITH ANY CUSTOMARY CONDITIONS CONTAINED IN AN UNDERWRITING AGREEMENT;
AND
(XVII)
SO LONG AS ANY REGISTRABLE SECURITIES REMAIN
OUTSTANDING, CAUSE EACH ADDITIONAL GUARANTOR UPON THE CREATION OR ACQUISITION BY
THE COMPANY OF SUCH ADDITIONAL GUARANTOR, TO EXECUTE A COUNTERPART TO THIS
AGREEMENT IN THE FORM ATTACHED HERETO AS ANNEX A AND TO DELIVER SUCH COUNTERPART
TO THE INITIAL PURCHASERS NO LATER THAN FIVE BUSINESS DAYS FOLLOWING THE
EXECUTION THEREOF.
(B)
IN THE CASE OF A SHELF REGISTRATION
STATEMENT, THE COMPANY MAY REQUIRE EACH HOLDER OF REGISTRABLE SECURITIES TO
FURNISH TO THE COMPANY SUCH INFORMATION REGARDING SUCH HOLDER AND THE PROPOSED
DISPOSITION BY SUCH HOLDER OF SUCH REGISTRABLE SECURITIES AS THE COMPANY AND THE
GUARANTORS MAY FROM TIME TO TIME REASONABLY REQUEST IN WRITING. THE COMPANY MAY
EXCLUDE FROM REGISTRATION THE REGISTRABLE SECURITIES OF ANY HOLDER SO LONG AS
SUCH HOLDER FAILS TO FURNISH SUCH INFORMATION WITHIN A REASONABLE TIME AFTER
RECEIVING SUCH REQUEST.
EACH HOLDER AS TO WHICH ANY SHELF REGISTRATION IS BEING
EFFECTED AGREES TO FURNISH PROMPTLY TO THE COMPANY ALL INFORMATION REQUIRED TO
BE DISCLOSED IN ORDER TO MAKE THE INFORMATION PREVIOUSLY FURNISHED TO THE
COMPANY BY SUCH HOLDER NOT MATERIALLY MISLEADING.
(C)
IN THE CASE OF A SHELF REGISTRATION
STATEMENT, EACH HOLDER OF REGISTRABLE SECURITIES COVERED IN SUCH SHELF
REGISTRATION STATEMENT AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY
AND THE GUARANTORS OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN
SECTION 3(A)(V)(3) OR 3(A)(V)(5) HEREOF, SUCH HOLDER WILL FORTHWITH DISCONTINUE
DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO THE SHELF REGISTRATION
STATEMENT UNTIL SUCH HOLDER'S RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR
AMENDED PROSPECTUS CONTEMPLATED BY SECTION 3(A)(IX) HEREOF AND, IF SO DIRECTED
BY THE COMPANY AND THE GUARANTORS, SUCH HOLDER WILL DELIVER TO THE COMPANY AND
THE GUARANTORS ALL COPIES IN ITS POSSESSION, OTHER THAN PERMANENT FILE COPIES
THEN IN SUCH HOLDER'S POSSESSION, OF THE PROSPECTUS COVERING SUCH REGISTRABLE
SECURITIES THAT IS CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
(D)
IF THE COMPANY AND THE GUARANTORS SHALL GIVE
ANY NOTICE TO SUSPEND THE DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO A
SHELF REGISTRATION STATEMENT, THE COMPANY AND THE GUARANTORS SHALL EXTEND THE
PERIOD DURING WHICH SUCH SHELF REGISTRATION STATEMENT SHALL BE MAINTAINED
EFFECTIVE PURSUANT TO THIS AGREEMENT BY THE NUMBER OF DAYS DURING THE PERIOD
FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO