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            records of the Issuers, and cause the officers, employees, counsel
            and independent certified public accountants of the Issuers to
            respond to such inquiries, as shall be reasonably necessary, in the
            judgment of the respective counsel referred to in such Section, to
            conduct a reasonable investigation within the meaning of Section 11
            of the Securities Act; provided, however, that each such party shall
            be required to maintain in confidence and not to disclose to any
            other person any information or records reasonably designated by the
            Issuers as being confidential, until such time as (A) such
            information becomes a matter of public record (whether by virtue of
            its inclusion in such registration statement or otherwise, except as
            a result of a breach of this or any other obligation of
            confidentiality to the Issuers), or (B) such person shall be
            required so to disclose such information pursuant to a subpoena or
            order of any court or other governmental agency or body having
            jurisdiction over the matter (subject to the requirements of such
            order, and only after such person shall have given the Issuers
            prompt prior written notice of such requirement), or (C) such
            information is required to be set forth in such Shelf Registration
            Statement or the prospectus included therein or in an amendment to
            such Shelf Registration Statement or an amendment or supplement to
            such prospectus in order that such Shelf Registration Statement,
            prospectus, amendment or supplement, as the case may be, complies
            with applicable requirements of the federal securities laws and the
            rules and regulations of the Commission and does not contain an
            untrue statement of a material fact or omit to state therein a
            material fact required to be stated therein or necessary to make the
            statements therein not misleading in light of the circumstances then

                     (viii) promptly notify each of the Electing Holders, any
            sales or placement agent therefor and any underwriter thereof (which
            notification may be made through any managing underwriter that is a
            representative of such underwriter for such purpose) and confirm
            such advice in writing, (A) when such Shelf Registration Statement
            or the prospectus included therein or any prospectus amendment or
            supplement or post-effective amendment has been filed, and, with
            respect to such Shelf Registration Statement or any post-effective
            amendment, when the same has become effective, (B) of any comments
            by the Commission and by the blue sky or securities commissioner or
            regulator of any state with respect thereto, or any request by the
            Commission for amendments or supplements to such Shelf Registration
            Statement or prospectus or for additional information, (C) of the
            issuance by the Commission of any stop order suspending the
            effectiveness of such Shelf Registration Statement or the initiation
            or, to the knowledge of the Issuers, threatening of any proceedings
            for that purpose, (D) if at any time the representations and
            warranties of the Issuers contemplated by Section 3(d)(xvii) or
            Section 5 hereof cease to be true and correct in all material
            respects, (E) of the receipt by the Issuers of any notification with
            respect to the suspension of the qualification of the Registrable
            Securities for sale in any jurisdiction or the initiation or, to the
            knowledge of the Issuers, threatening of any proceeding for such
            purpose, or (F) if at any time when a