FILING; AND
(Q)
IN THE CASE OF A SHELF REGISTRATION, ENTER
INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING UNDERWRITING AGREEMENTS) AND TAKE ALL
SUCH OTHER ACTIONS IN CONNECTION THEREWITH (INCLUDING THOSE REQUESTED BY THE
HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF THE TRANSFER RESTRICTED SECURITIES
BEING SOLD ) IN ORDER TO EXPEDITE OR FACILITATE THE REGISTRATION OR THE
DISPOSITION OF SUCH TRANSFER RESTRICTED SECURITIES INCLUDING, BUT NOT LIMITED
TO, IN AN UNDERWRITTEN OFFERING AND IN SUCH CONNECTION, (I) MAKE REPRESENTATIONS
AND WARRANTIES TO THE HOLDERS AND ANY UNDERWRITERS OF SUCH TRANSFER RESTRICTED
SECURITIES WITH RESPECT TO THE BUSINESS OF THE ISSUERS 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 IF AND WHEN REQUESTED, (II) OBTAIN OPINIONS OF
COUNSEL TO THE ISSUERS AND THE GUARANTORS (WHICH OPINIONS, WITH THE CONSENT OF
THE UNDERWRITERS (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD), MAY INCLUDE THE
OPINION OF THE ISSUERS' IN-HOUSE COUNSEL WITH RESPECT TO CERTAIN MATTERS AND
WHICH SHALL BE REASONABLY SATISFACTORY TO SUCH UNDERWRITERS AND THEIR COUNSEL)
ADDRESSED TO EACH UNDERWRITER OF TRANSFER RESTRICTED SECURITIES, COVERING THE
MATTERS CUSTOMARILY COVERED IN OPINIONS REQUESTED IN UNDERWRITTEN OFFERINGS,
(III) OBTAIN "COMFORT" LETTERS FROM THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
OF THE ISSUERS AND THE GUARANTORS (AND, IF NECESSARY, ANY OTHER CERTIFIED PUBLIC
ACCOUNTANT OF ANY SUBSIDIARY OF THE ISSUERS OR ANY GUARANTOR, OR OF ANY BUSINESS
ACQUIRED BY THE ISSUERS OR ANY GUARANTOR FOR WHICH FINANCIAL STATEMENTS AND
FINANCIAL DATA ARE OR ARE REQUIRED TO BE INCLUDED IN THE REGISTRATION STATEMENT)
ADDRESSED TO EACH UNDERWRITER OF TRANSFER RESTRICTED SECURITIES, SUCH LETTERS TO
BE IN CUSTOMARY FORM AND COVERING MATTERS OF THE TYPE CUSTOMARILY COVERED IN
"COMFORT" LETTERS IN CONNECTION WITH UNDERWRITTEN OFFERINGS, AND (IV) CAUSE ANY
UNDERWRITING AGREEMENT ENTERED INTO IN CONNECTION THEREWITH TO CONTAIN
INDEMNIFICATION PROVISIONS AND PROCEDURES NO LESS FAVORABLE THAN THOSE SET FORTH
IN SECTION 6 (OR SUCH OTHER PROVISIONS AND PROCEDURES ACCEPTABLE TO THE MAJORITY
HOLDERS AND THE UNDERWRITERS, IF ANY) WITH RESPECT TO ALL PARTIES TO BE
INDEMNIFIED PURSUANT TO SECTION 6 AND (V) DELIVER SUCH DOCUMENTS AND
CERTIFICATES AS MAY BE REASONABLY REQUESTED BY THE HOLDERS OF A MAJORITY IN
PRINCIPAL AMOUNT OF THE TRANSFER RESTRICTED 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
ISSUERS AND THE GUARANTORS MADE PURSUANT TO CLAUSE (I) ABOVE AND TO EVIDENCE
COMPLIANCE WITH ANY CUSTOMARY CONDITIONS CONTAINED IN AN UNDERWRITING AGREEMENT;
PROVIDED, HOWEVER, THAT THE ISSUERS AND THE GUARANTORS SHALL NOT BE RESPONSIBLE
FOR PAYMENT OF ANY UNDERWRITER DISCOUNTS OR COMMISSIONS.
The foregoing actions set forth in clauses (i), (ii), (iii) and (v) of this
Section 3(q) shall be performed at (A) the effectiveness of such Shelf
Registration Statement and each post-effective amendment thereto and (B) each
closing under any underwriting or