TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING (IN THE CASE OF ANY SUCH DOCUMENTS, IN THE
LIGHT OF THE CIRCUMSTANCES EXISTING AT THE TIME THAT SUCH DOCUMENTS WERE FILED
WITH THE COMMISSION UNDER THE EXCHANGE ACT), EXCEPT FOR FINANCIAL STATEMENTS,
FINANCIAL DATA AND SCHEDULES, NOTES THERETO AND STATISTICS DERIVED THEREFROM, AS
TO WHICH SUCH COUNSEL NEED NOT EXPRESS ANY VIEW; (II) ITS OFFICERS TO EXECUTE
AND DELIVER ALL CUSTOMARY DOCUMENTS AND CERTIFICATES AND UPDATES THEREOF
REQUESTED BY ANY UNDERWRITERS OF THE APPLICABLE SECURITIES AND (III) ITS
INDEPENDENT PUBLIC ACCOUNTANTS AND THE INDEPENDENT PUBLIC ACCOUNTANTS FOR ANY
ACQUIRED COMPANY FOR WHICH FINANCIAL STATEMENTS ARE INCLUDED IN THE SHELF
REGISTRATION STATEMENT TO PROVIDE TO THE SELLING HOLDERS OF THE APPLICABLE
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.
(R)
IN THE CASE OF THE REGISTERED EXCHANGE OFFER, IF REQUESTED BY ANY INITIAL
PURCHASER OR ANY KNOWN PARTICIPATING BROKER-DEALER, THE COMPANY SHALL CAUSE
(I) ITS COUNSEL TO DELIVER TO SUCH INITIAL PURCHASER OR SUCH PARTICIPATING
BROKER-DEALER A SIGNED OPINION IN THE FORM SET FORTH IN SECTION 6(D) OF THE
PURCHASE AGREEMENT WITH SUCH CHANGES AS ARE CUSTOMARY IN CONNECTION WITH
9
THE PREPARATION OF A REGISTRATION STATEMENT AND (II) ITS INDEPENDENT PUBLIC
ACCOUNTANTS TO DELIVER TO SUCH INITIAL PURCHASER OR SUCH PARTICIPATING
BROKER-DEALER A COMFORT LETTER, IN CUSTOMARY FORM, MEETING THE REQUIREMENTS AS
TO THE SUBSTANCE THEREOF AS SET FORTH IN SECTION 6(A) OF THE PURCHASE AGREEMENT,
WITH APPROPRIATE DATE CHANGES.
(S)
IF A REGISTERED EXCHANGE OFFER OR A PRIVATE EXCHANGE IS TO BE CONSUMMATED,
UPON DELIVERY OF THE INITIAL SECURITIES BY HOLDERS TO THE COMPANY (OR TO SUCH
OTHER PERSON AS DIRECTED BY THE COMPANY) IN EXCHANGE FOR THE EXCHANGE SECURITIES
OR THE PRIVATE EXCHANGE SECURITIES, AS THE CASE MAY BE, THE COMPANY SHALL MARK,
OR CAUSED TO BE MARKED, ON THE INITIAL SECURITIES SO EXCHANGED THAT SUCH INITIAL
SECURITIES ARE BEING CANCELED IN EXCHANGE FOR THE EXCHANGE SECURITIES OR THE
PRIVATE EXCHANGE SECURITIES, AS THE CASE MAY BE; IN NO EVENT SHALL THE INITIAL
SECURITIES BE MARKED AS PAID OR OTHERWISE SATISFIED.
(T)
THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO CONFIRM
THAT THE RATINGS OF THE INITIAL SECURITIES WILL APPLY TO THE SECURITIES COVERED
BY A REGISTRATION STATEMENT.
(U)
IN THE EVENT THAT ANY BROKER-DEALER REGISTERED UNDER THE EXCHANGE ACT SHALL
UNDERWRITE ANY SECURITIES OR PARTICIPATE AS A MEMBER OF AN UNDERWRITING
SYNDICATE OR SELLING GROUP OR "ASSIST IN THE DISTRIBUTION" (WITHIN THE MEANING
OF THE CONDUCT RULES (THE "RULES") OF THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC. ("NASD")) THEREOF, WHETHER AS A HOLDER OF SUCH SECURITIES OR AS AN
UNDERWRITER, A PLACEMENT OR SALES AGENT OR A BROKER OR DEALER IN RESPECT
THEREOF, OR OTHERWISE, THE COMPANY WILL ASSIST SUCH BROKER-DEALER IN COMPLYING
WITH THE REQUIREMENTS OF