INDEPENDENT
CHECK OR VERIFICATION), NO FACTS CAME TO SUCH COUNSEL'S ATTENTION THAT CAUSED
SUCH COUNSEL TO BELIEVE THAT THE APPLICABLE REGISTRATION STATEMENT, AT THE TIME
SUCH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO BECAME
EFFECTIVE AND, IN THE CASE OF THE EXCHANGE OFFER REGISTRATION STATEMENT, AS OF
THE DATE OF CONSUMMATION OF THE EXCHANGE OFFER, CONTAINED AN UNTRUE STATEMENT OF
A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, OR THAT THE
PROSPECTUS CONTAINED IN SUCH REGISTRATION STATEMENT AS OF ITS DATE AND, IN THE
CASE OF THE OPINION DATED THE DATE OF CONSUMMATION OF THE EXCHANGE OFFER, AS OF
THE DATE OF CONSUMMATION, CONTAINED AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTED TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, 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)
A CUSTOMARY COMFORT LETTER, DATED THE DATE OF CONSUMMATION OF THE
EXCHANGE OFFER, OR AS OF THE DATE OF EFFECTIVENESS OF THE SHELF REGISTRATION
STATEMENT, AS THE CASE MAY BE, FROM THE COMPANY'S INDEPENDENT ACCOUNTANTS, IN
THE CUSTOMARY FORM AND COVERING MATTERS OF THE TYPE CUSTOMARILY COVERED IN
COMFORT LETTERS TO UNDERWRITERS IN CONNECTION WITH UNDERWRITTEN OFFERINGS, AND
AFFIRMING THE MATTERS SET FORTH IN THE COMFORT LETTERS DELIVERED PURSUANT TO
SECTION 10(H) OF THE PURCHASE AGREEMENT; AND
(B)
DELIVER SUCH OTHER DOCUMENTS AND CERTIFICATES AS MAY BE REASONABLY
REQUESTED BY THE SELLING HOLDERS TO EVIDENCE COMPLIANCE WITH THE MATTERS COVERED
IN CLAUSE (A) ABOVE AND WITH ANY CUSTOMARY CONDITIONS CONTAINED IN ANY AGREEMENT
ENTERED INTO BY THE COMPANY AND THE GUARANTOR(S) PURSUANT TO THIS CLAUSE (XI);
12
(XII)
PRIOR TO ANY PUBLIC OFFERING OF TRANSFER RESTRICTED SECURITIES,
COOPERATE WITH THE SELLING HOLDERS AND THEIR COUNSEL IN CONNECTION WITH THE
REGISTRATION AND QUALIFICATION OF THE TRANSFER RESTRICTED SECURITIES UNDER THE
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS THE SELLING HOLDERS MAY
REQUEST AND DO ANY AND ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE
THE DISPOSITION IN SUCH JURISDICTIONS OF THE TRANSFER RESTRICTED SECURITIES
COVERED BY THE APPLICABLE REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT
NEITHER THE COMPANY NOR ANY GUARANTOR SHALL BE REQUIRED TO REGISTER OR QUALIFY
AS A FOREIGN CORPORATION WHERE IT IS NOT NOW 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 NOW SO SUBJECT;
(XIII)
IN CONNECTION WITH ANY SALE OF TRANSFER RESTRICTED SECURITIES
THAT WILL RESULT IN SUCH SECURITIES NO LONGER BEING TRANSFER RESTRICTED