WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE COMMISSION AND SHALL MAKE GENERALLY AVAILABLE TO THE HOLDERS
OF SECURITIES AND NEW SECURITIES AN EARNINGS STATEMENT SATISFYING THE PROVISIONS
OF SECTION 11(A) OF THE ACT AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF
THE APPLICABLE REGISTRATION STATEMENT AND IN ANY EVENT NO LATER THAN 45 DAYS
AFTER THE END OF A 12-MONTH PERIOD (OR 90 DAYS, IF SUCH PERIOD IS A FISCAL YEAR)
BEGINNING WITH THE FIRST MONTH OF THE COMPANY'S FIRST FISCAL QUARTER COMMENCING
AFTER THE EFFECTIVE DATE OF THE APPLICABLE REGISTRATION STATEMENT.
(M)
THE COMPANY SHALL CAUSE THE INDENTURE TO BE QUALIFIED UNDER THE
TRUST INDENTURE ACT IN A TIMELY MANNER.
IN THE EVENT THAT SUCH QUALIFICATION
WOULD REQUIRE THE APPOINTMENT OF A NEW TRUSTEE UNDER THE INDENTURE, THE COMPANY
SHALL APPOINT A NEW TRUSTEE THEREUNDER PURSUANT TO THE APPLICABLE PROVISIONS OF
THE INDENTURE.
(N)
THE COMPANY MAY REQUIRE EACH HOLDER OF SECURITIES TO BE SOLD
PURSUANT TO ANY SHELF REGISTRATION STATEMENT TO FURNISH TO THE COMPANY SUCH
INFORMATION REGARDING THE HOLDER AND THE DISTRIBUTION OF SUCH SECURITIES AS THE
COMPANY MAY FROM TIME TO TIME REASONABLY REQUIRE FOR INCLUSION IN SUCH
REGISTRATION STATEMENT.
THE COMPANY MAY EXCLUDE FROM SUCH SHELF REGISTRATION
STATEMENT THE SECURITIES OF ANY HOLDER THAT UNREASONABLY FAILS TO FURNISH SUCH
INFORMATION WITHIN A REASONABLE TIME AFTER RECEIVING SUCH REQUEST.
(O)
IN THE CASE OF ANY SHELF REGISTRATION STATEMENT, THE COMPANY SHALL
ENTER INTO CUSTOMARY AGREEMENTS (INCLUDING, IF REQUESTED, AN UNDERWRITING
AGREEMENT IN CUSTOMARY FORM) AND TAKE ALL OTHER APPROPRIATE ACTIONS, IF ANY, AS
THE HOLDERS OF A MAJORITY OF THE SECURITIES TO BE INCLUDED IN THE SHELF
REGISTRATION STATEMENT SHALL REASONABLY REQUEST IN ORDER TO FACILITATE THE
DISPOSITION OF THE SECURITIES.
(P)
IN THE CASE OF ANY SHELF REGISTRATION STATEMENT, THE COMPANY
SHALL:
(I)
MAKE REASONABLY AVAILABLE FOR INSPECTION BY THE HOLDERS OF
SECURITIES TO BE REGISTERED THEREUNDER, ANY UNDERWRITER PARTICIPATING IN ANY
DISPOSITION PURSUANT TO SUCH REGISTRATION STATEMENT, AND ANY ATTORNEY,
ACCOUNTANT OR OTHER AGENT RETAINED BY THE HOLDERS OR ANY SUCH UNDERWRITER ALL
RELEVANT FINANCIAL AND OTHER RECORDS AND PERTINENT CORPORATE DOCUMENTS OF THE
COMPANY AND ITS SUBSIDIARIES;
(II)
CAUSE THE COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS
AND AUDITORS TO SUPPLY ALL RELEVANT INFORMATION REASONABLY REQUESTED BY THE
HOLDERS OR ANY SUCH UNDERWRITER, ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION
WITH ANY SUCH REGISTRATION STATEMENT AS IS CUSTOMARY FOR SIMILAR DUE DILIGENCE
EXAMINATIONS; PROVIDED, THAT THE FOREGOING DUE DILIGENCE EXAMINATION SHALL BE
COORDINATED ON BEHALF OF THE PARTIES (OTHER THAN THE INITIAL PURCHASERS) BY ONE
COUNSEL DESIGNATED BY AND ON BEHALF OF SUCH PARTIES;
(III)
IF REQUESTED BY ANY HOLDER, MAKE SUCH REPRESENTATIONS AND
WARRANTIES TO THE HOLDERS OF SECURITIES REGISTERED THEREUNDER AND THE
UNDERWRITERS, IF ANY, IN FORM, SUBSTANCE AND SCOPE AS ARE CUSTOMARILY MADE BY
ISSUERS TO UNDERWRITERS IN PRIMARY UNDERWRITTEN OFFERINGS AND COVERING MATTERS
INCLUDING, BUT NOT LIMITED TO, THOSE SET FORTH IN THE PURCHASE AGREEMENT;
12
(IV)
IF REQUESTED BY ANY HOLDER, OBTAIN OPINIONS OF COUNSEL TO THE
COMPANY