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);
(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
12
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
SECURITIES, COOPERATE WITH THE HOLDERS TO FACILITATE THE