OF COUNSEL TO THE COMPANY AND THE GUARANTORS
(WHICH COUNSEL AND OPINIONS, IN FORM, SCOPE AND SUBSTANCE, SHALL BE REASONABLY
SATISFACTORY TO THE HOLDERS AND SUCH UNDERWRITERS AND THEIR RESPECTIVE COUNSEL)
ADDRESSED TO EACH SELLING HOLDER AND UNDERWRITER OF REGISTRABLE SECURITIES,
COVERING THE MATTERS CUSTOMARILY COVERED IN OPINIONS REQUESTED IN UNDERWRITTEN
OFFERINGS, (3) OBTAIN "COMFORT" LETTERS FROM THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY AND THE GUARANTORS (AND, IF NECESSARY, ANY OTHER
CERTIFIED PUBLIC ACCOUNTANT OF ANY SUBSIDIARY OF THE COMPANY OR ANY GUARANTOR,
OR OF ANY BUSINESS ACQUIRED BY THE COMPANY OR ANY GUARANTOR FOR WHICH FINANCIAL
STATEMENTS AND FINANCIAL DATA ARE OR ARE REQUIRED TO BE INCLUDED IN THE
REGISTRATION STATEMENT) ADDRESSED TO EACH SELLING HOLDER (TO THE
13
EXTENT PERMITTED BY APPLICABLE PROFESSIONAL STANDARDS) AND UNDERWRITER OF
REGISTRABLE SECURITIES, SUCH LETTERS TO BE IN CUSTOMARY FORM AND COVERING
MATTERS OF THE TYPE CUSTOMARILY COVERED IN "COMFORT" LETTERS IN CONNECTION WITH
UNDERWRITTEN OFFERINGS, INCLUDING BUT NOT LIMITED TO FINANCIAL INFORMATION
CONTAINED IN ANY PRELIMINARY PROSPECTUS OR PROSPECTUS AND (4) DELIVER SUCH
DOCUMENTS AND CERTIFICATES AS MAY BE REASONABLY REQUESTED BY THE HOLDERS OF A
MAJORITY IN PRINCIPAL AMOUNT OF THE REGISTRABLE 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
COMPANY AND THE GUARANTORS MADE PURSUANT TO CLAUSE (1) ABOVE AND TO EVIDENCE
COMPLIANCE WITH ANY CUSTOMARY CONDITIONS CONTAINED IN AN UNDERWRITING AGREEMENT;
AND
(XVII)
SO LONG AS ANY REGISTRABLE SECURITIES REMAIN OUTSTANDING, CAUSE
EACH ADDITIONAL GUARANTOR UPON THE CREATION OR ACQUISITION BY THE COMPANY OF
SUCH ADDITIONAL GUARANTOR, TO EXECUTE A COUNTERPART TO THIS AGREEMENT IN THE
FORM ATTACHED HERETO AS ANNEX A AND TO DELIVER SUCH COUNTERPART, TOGETHER WITH
AN OPINION OF COUNSEL AS TO THE ENFORCEABILITY THEREOF AGAINST SUCH ENTITY, TO
THE INITIAL PURCHASERS NO LATER THAN FIVE BUSINESS DAYS FOLLOWING THE EXECUTION
THEREOF.
(B)
IN THE CASE OF A SHELF REGISTRATION STATEMENT, THE COMPANY MAY
REQUIRE EACH HOLDER TO FURNISH TO THE COMPANY SUCH INFORMATION REGARDING SUCH
HOLDER AND THE PROPOSED DISPOSITION BY SUCH HOLDER OF SUCH REGISTRABLE
SECURITIES AS THE COMPANY AND THE GUARANTORS MAY FROM TIME TO TIME REASONABLY
REQUEST IN WRITING. NO HOLDER OF REGISTRABLE SECURITIES MAY INCLUDE ITS
REGISTRABLE SECURITIES IN SUCH SHELF REGISTRATION STATEMENT UNLESS AND UNTIL
SUCH HOLDER FURNISHES SUCH INFORMATION TO THE COMPANY AND THE GUARANTORS. EACH
HOLDER INCLUDING REGISTRABLE SECURITIES IN A SHELF REGISTRATION STATEMENT MAY BE
REQUIRED TO FURNISH PROMPTLY TO THE COMPANY AND THE GUARANTORS ANY INFORMATION
REGARDING SUCH HOLDER AND THE PROPOSED DISTRIBUTION BY SUCH HOLDER OF SUCH
REGISTRABLE SECURITIES AS MAY BE NECESSARY TO MAKE ANY INFORMATION PREVIOUSLY
FURNISHED TO THE COMPANY AND THE GUARANTORS BY SUCH HOLDER NOT MATERIALLY
MISLEADING.
(C)
IN THE CASE OF A SHELF REGISTRATION STATEMENT, EACH HOLDER COVERED
IN SUCH SHELF REGISTRATION STATEMENT AGREES THAT, UPON RECEIPT OF ANY NOTICE
FROM THE COMPANY OR THE GUARANTORS OF THE HAPPENING OF ANY EVENT OF THE KIND
DESCRIBED IN SECTION