THE DATE OF THE CLOSING UNDER THE UNDERWRITING AGREEMENT
RELATING THERETO), SUCH LETTER OR LETTERS TO BE IN CUSTOMARY FORM AND COVERING
SUCH MATTERS OF THE TYPE CUSTOMARILY COVERED BY LETTERS OF SUCH TYPE; (D)
DELIVER SUCH DOCUMENTS AND CERTIFICATES, INCLUDING OFFICERS' CERTIFICATES, AS
MAY BE REASONABLY REQUESTED BY ANY ELECTING HOLDERS OF AT LEAST 20% IN AGGREGATE
PRINCIPAL AMOUNT OF THE REGISTRABLE SECURITIES AT THE TIME OUTSTANDING OR THE
PLACEMENT OR SALES AGENT, IF ANY, THEREFOR AND THE MANAGING UNDERWRITERS, IF
ANY, THEREOF TO EVIDENCE THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES MADE
PURSUANT TO CLAUSE (A) ABOVE OR THOSE CONTAINED IN SECTION 5(A) HEREOF AND THE
COMPLIANCE WITH OR SATISFACTION OF ANY AGREEMENTS OR CONDITIONS CONTAINED IN THE
UNDERWRITING AGREEMENT OR OTHER AGREEMENT ENTERED INTO BY THE COMPANY OR THE
SUBSIDIARY GUARANTORS; AND (E) UNDERTAKE SUCH OBLIGATIONS RELATING TO EXPENSE
REIMBURSEMENT, INDEMNIFICATION AND CONTRIBUTION AS ARE PROVIDED IN SECTION 6
HEREOF;
(XVIII)
NOTIFY IN WRITING EACH HOLDER OF REGISTRABLE
SECURITIES OF ANY PROPOSAL BY THE COMPANY TO AMEND OR WAIVE ANY PROVISION OF
THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT PURSUANT TO SECTION 9(H) HEREOF
AND OF ANY AMENDMENT OR WAIVER EFFECTED PURSUANT THERETO, EACH OF WHICH NOTICES
SHALL CONTAIN THE TEXT OF THE AMENDMENT OR WAIVER PROPOSED OR EFFECTED, AS THE
CASE MAY BE;
(XIX)
IN THE EVENT THAT ANY BROKER-DEALER REGISTERED
UNDER THE EXCHANGE ACT SHALL UNDERWRITE ANY REGISTRABLE 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 "CONDUCT
RULES) OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. ("NASD") OR ANY
SUCCESSOR THERETO, AS AMENDED FROM TIME TO TIME) THEREOF, WHETHER AS A HOLDER OF
SUCH REGISTRABLE SECURITIES OR AS AN UNDERWRITER, A PLACEMENT OR SALES AGENT OR
A BROKER OR DEALER IN RESPECT THEREOF, OR OTHERWISE, ASSIST SUCH BROKER-DEALER
IN COMPLYING WITH THE REQUIREMENTS OF SUCH CONDUCT RULES, INCLUDING BY (A) IF
SUCH CONDUCT RULES SHALL SO REQUIRE, ENGAGING A "QUALIFIED INDEPENDENT
UNDERWRITER" (AS DEFINED IN SUCH CONDUCT RULES) TO PARTICIPATE IN THE
PREPARATION OF THE SHELF REGISTRATION STATEMENT RELATING TO SUCH REGISTRABLE
SECURITIES, TO EXERCISE USUAL STANDARDS OF DUE DILIGENCE IN RESPECT THERETO AND,
IF ANY PORTION OF THE OFFERING CONTEMPLATED BY SUCH SHELF REGISTRATION STATEMENT
IS AN UNDERWRITTEN OFFERING OR IS MADE THROUGH A PLACEMENT OR SALES AGENT, TO
RECOMMEND THE YIELD OF SUCH REGISTRABLE SECURITIES, (B) INDEMNIFYING ANY SUCH
QUALIFIED INDEPENDENT UNDERWRITER TO THE EXTENT OF THE INDEMNIFICATION OF
UNDERWRITERS PROVIDED IN SECTION 6 HEREOF (OR TO SUCH OTHER CUSTOMARY EXTENT AS
MAY BE REQUESTED BY SUCH UNDERWRITER), AND (C) PROVIDING SUCH INFORMATION TO
SUCH BROKER-DEALER AS MAY BE REQUIRED IN ORDER FOR SUCH BROKER-DEALER TO COMPLY
WITH THE REQUIREMENTS OF THE CONDUCT RULES; AND
(XX)
COMPLY WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE COMMISSION, AND MAKE GENERALLY AVAILABLE TO ITS
SECURITYHOLDERS AS SOON AS PRACTICABLE BUT IN ANY EVENT NOT LATER THAN EIGHTEEN
MONTHS AFTER THE EFFECTIVE DATE OF SUCH SHELF REGISTRATION STATEMENT (OR,