IN ORDER TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING. WITHOUT LIMITING THE FOREGOING, SUCH COUNSEL
MAY STATE FURTHER THAT SUCH COUNSEL ASSUMES NO RESPONSIBILITY FOR, AND HAS NOT
INDEPENDENTLY VERIFIED, THE ACCURACY, COMPLETENESS OR FAIRNESS OF THE FINANCIAL
STATEMENTS, NOTES AND SCHEDULES AND OTHER FINANCIAL DATA INCLUDED IN ANY
REGISTRATION STATEMENT CONTEMPLATED BY THIS AGREEMENT OR THE RELATED PROSPECTUS;
AND
(3)
USE REASONABLE BEST EFFORTS TO OBTAIN A CUSTOMARY COMFORT LETTER,
DATED THE DATE OF EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT, FROM THE
COMPANY'S INDEPENDENT ACCOUNTANTS, IN THE CUSTOMARY FORM AND COVERING MATTERS OF
THE TYPE CUSTOMARILY REQUESTED TO BE COVERED IN COMFORT LETTERS BY UNDERWRITERS
IN CONNECTION WITH PRIMARY UNDERWRITTEN OFFERINGS, AND COVERING OR AFFIRMING THE
MATTERS SET FORTH IN THE COMFORT LETTERS DELIVERED PURSUANT TO SECTION 5(A) OF
THE PURCHASE AGREEMENT, WITHOUT EXCEPTION;
12
(B)
SET FORTH IN FULL OR INCORPORATE BY REFERENCE IN THE UNDERWRITING
AGREEMENT, IF ANY, THE INDEMNIFICATION PROVISIONS AND PROCEDURES OF SECTION 8
HEREOF WITH RESPECT TO ALL PARTIES TO BE INDEMNIFIED PURSUANT TO SAID SECTION;
AND
(C)
DELIVER SUCH OTHER DOCUMENTS AND CERTIFICATES AS MAY BE REASONABLY
REQUESTED BY SUCH PARTIES TO EVIDENCE COMPLIANCE WITH SECTION 6(C)(XI)(A) HEREOF
AND WITH ANY CUSTOMARY CONDITIONS CONTAINED IN THE UNDERWRITING AGREEMENT OR
OTHER AGREEMENT ENTERED INTO BY THE COMPANY OR ANY OF THE GUARANTORS PURSUANT TO
THIS SECTION 6(C)(XI), IF ANY.
If at any time the representations and warranties of the Company and the
Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and
correct, the Company or the Guarantors shall so advise the Initial Purchasers
and the underwriter(s), if any, and each selling Holder promptly and, if
requested by such Persons, shall confirm such advice in writing;
(XI)
PRIOR TO ANY PUBLIC OFFERING OF TRANSFER RESTRICTED SECURITIES,
COOPERATE WITH THE SELLING HOLDERS, THE UNDERWRITER(S), IF ANY, AND THEIR
RESPECTIVE COUNSEL IN CONNECTION WITH THE REGISTRATION AND QUALIFICATION OF THE
TRANSFER RESTRICTED SECURITIES UNDER THE STATE SECURITIES OR BLUE SKY LAWS OF
SUCH JURISDICTIONS AS THE SELLING HOLDERS OR UNDERWRITER(S), IF ANY, MAY
REASONABLY REQUEST AND DO ANY AND ALL OTHER ACTS OR THINGS REASONABLY NECESSARY
OR ADVISABLE TO ENABLE THE DISPOSITION IN SUCH JURISDICTIONS OF THE TRANSFER
RESTRICTED SECURITIES COVERED BY THE SHELF REGISTRATION STATEMENT; PROVIDED,
HOWEVER, THAT NONE OF THE COMPANY NOR THE GUARANTORS SHALL BE REQUIRED TO
REGISTER OR QUALIFY AS A FOREIGN CORPORATION WHERE IT IS NOT THEN SO QUALIFIED
OR TO TAKE ANY ACTION THAT WOULD SUBJECT IT TO THE SERVICE OF PROCESS IN SUITS
OR TO TAXATION, OTHER THAN AS TO MATTERS AND TRANSACTIONS RELATING TO THE
REGISTRATION STATEMENT, IN ANY JURISDICTION WHERE IT IS NOT THEN SO SUBJECT;
(XII)
SHALL ISSUE, UPON THE REQUEST OF ANY HOLDER OF INITIAL SECURITIES
COVERED BY THE SHELF REGISTRATION STATEMENT, EXCHANGE SECURITIES HAVING AN
AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF INITIAL
SECURITIES SURRENDERED TO THE COMPANY BY SUCH HOLDER IN EXCHANGE THEREFOR OR
BEING SOLD BY SUCH HOLDER; SUCH EXCHANGE SECURITIES TO BE REGISTERED IN THE NAME