WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT IN ACCORDANCE WITH THE INTENDED METHODS
OF DISPOSITION BY THE PARTICIPATING HOLDERS SET FORTH IN SUCH REGISTRATION
STATEMENT FOR SUCH PERIOD AS PROVIDED FOR IN SECTION 2.3(A)(I) ABOVE;
(III)
FURNISH, WITHOUT CHARGE, TO EACH PARTICIPATING
HOLDER AND EACH UNDERWRITER SUCH NUMBER OF CONFORMED COPIES OF SUCH REGISTRATION
STATEMENT AND OF EACH SUCH AMENDMENT AND SUPPLEMENT THERETO (IN EACH CASE
INCLUDING ALL EXHIBITS), SUCH NUMBER OF COPIES OF THE PROSPECTUS CONTAINED IN
SUCH REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS AND SUMMARY
PROSPECTUS) AND ANY OTHER PROSPECTUS FILED UNDER RULE 424 UNDER THE SECURITIES
ACT, IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES ACT, AND SUCH OTHER
DOCUMENTS, AS THE MAJORITY PARTICIPATING HOLDERS AND SUCH UNDERWRITERS MAY
REQUEST (IT BEING UNDERSTOOD THAT THE COMPANY CONSENTS TO THE USE OF SUCH
PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO BY EACH PARTICIPATING HOLDER
AND THE UNDERWRITERS IN CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE
SECURITIES COVERED BY SUCH PROSPECTUS OR ANY AMENDMENT OR
8
SUPPLEMENT THERETO); PROVIDED, THAT THE COMPANY SHALL HAVE NO OBLIGATION TO
PROVIDE ANY DOCUMENT PURSUANT TO THIS CLAUSE THAT IS AVAILABLE ON THE SEC'S
EDGAR SYSTEM;
(IV)
USE ITS BEST EFFORTS (A) TO REGISTER OR
QUALIFY ALL REGISTRABLE SECURITIES AND OTHER SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT UNDER SUCH STATE SECURITIES OR "BLUE SKY" LAWS WHERE AN
EXEMPTION IS NOT AVAILABLE AND AS THE MAJORITY PARTICIPATING HOLDERS OR ANY
MANAGING UNDERWRITER SHALL REASONABLY REQUEST, (B) TO KEEP SUCH REGISTRATION OR
QUALIFICATION IN EFFECT FOR SO LONG AS SUCH REGISTRATION STATEMENT REMAINS IN
EFFECT, AND (C) TO TAKE ANY AND ALL OTHER ACTIONS WHICH MAY BE NECESSARY OR
ADVISABLE TO ENABLE THE PARTICIPATING HOLDERS OR UNDERWRITERS TO CONSUMMATE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE SECURITIES TO BE SOLD BY THE
PARTICIPATING HOLDERS OR UNDERWRITERS, EXCEPT THAT THE COMPANY SHALL NOT FOR ANY
SUCH PURPOSE BE REQUIRED TO QUALIFY GENERALLY TO DO BUSINESS AS A FOREIGN
CORPORATION IN ANY JURISDICTION WHEREIN IT WOULD NOT, BUT FOR THE REQUIREMENTS
OF THIS SECTION 2.3(A)(IV), BE OBLIGATED TO BE SO QUALIFIED OR FILE A GENERAL
CONSENT TO SERVICE OF PROCESS IN ANY SUCH JURISDICTION;
(V)
CAUSE ALL REGISTRABLE SECURITIES COVERED
BY SUCH REGISTRATION STATEMENT TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER
GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE NECESSARY IN THE OPINION OF
COUNSEL TO THE COMPANY AND COUNSEL TO THE PARTICIPATING HOLDERS TO CONSUMMATE
THE DISPOSITION OF SUCH REGISTRABLE SECURITIES;
(VI)
TO THE EXTENT ANY PARTICIPATING HOLDER COULD
BE DEEMED TO BE AN "UNDERWRITER" FOR PURPOSES OF SECTION 11 OF THE SECURITIES
ACT IN CONNECTION WITH SUCH REGISTRATION OF REGISTRABLE SECURITIES, FURNISH TO
EACH PARTICIPATING HOLDER AND EACH UNDERWRITER A SIGNED COUNTERPART OF (A) AN
OPINION OF COUNSEL FOR THE COMPANY AND (B) A "COMFORT" LETTER SIGNED BY THE
INDEPENDENT PUBLIC ACCOUNTANTS WHO HAVE CERTIFIED THE COMPANY'S FINANCIAL
STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN SUCH REGISTRATION STATEMENT,
IN EACH CASE, ADDRESSED TO EACH