HEREBY OR ARISING HEREUNDER OR (IV) THE INFORMATION IN SUCH RECORDS HAS BEEN
MADE GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN THROUGH THE ACTS OF SUCH
INSPECTOR; PROVIDED THAT PRIOR NOTICE SHALL BE PROVIDED AS SOON AS PRACTICABLE
TO THE COMPANY OF THE POTENTIAL DISCLOSURE OF ANY INFORMATION BY SUCH INSPECTOR
PURSUANT TO CLAUSES (II) OR (III) OF THIS SENTENCE TO PERMIT THE COMPANY TO
OBTAIN A PROTECTIVE ORDER (OR WAIVE THE PROVISIONS OF THIS SECTION 4(K)).
EACH
INSPECTOR SHALL TAKE SUCH ACTIONS AS ARE REASONABLY NECESSARY TO PROTECT THE
CONFIDENTIALITY OF SUCH INFORMATION (IF PRACTICABLE) TO THE EXTENT SUCH ACTIONS
ARE OTHERWISE NOT INCONSISTENT WITH, AN IMPAIRMENT OF OR IN DEROGATION OF THE
RIGHTS AND INTERESTS OF THE HOLDER OR ANY INSPECTOR, UNLESS AND UNTIL SUCH
INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY AVAILABLE TO THE PUBLIC
OTHER THAN AS A RESULT OF A BREACH OF THIS AGREEMENT.
(L)
DURING THE EFFECTIVENESS PERIOD, COMPLY WITH ALL
RULES AND REGULATIONS OF THE SEC APPLICABLE TO ANY REGISTRATION STATEMENT AND
MAKE GENERALLY AVAILABLE TO ITS SECURITY HOLDERS EARNING STATEMENTS SATISFYING
THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT AND RULE 158 THEREUNDER
(OR ANY SIMILAR RULE PROMULGATED UNDER THE SECURITIES ACT) NO LATER THAN 45 DAYS
AFTER THE END OF ANY 12-MONTH PERIOD (OR 90 DAYS AFTER THE END OF ANY 12-MONTH
PERIOD IF SUCH PERIOD IS A FISCAL YEAR) COMMENCING ON THE FIRST DAY OF THE FIRST
FISCAL QUARTER OF THE COMPANY AFTER THE EFFECTIVE DATE OF A REGISTRATION
STATEMENT, WHICH STATEMENTS SHALL COVER SAID 12-MONTH PERIODS.
(M)
CAUSE THE INDENTURE TO BE QUALIFIED UNDER THE TIA NOT
LATER THAN THE EFFECTIVE DATE OF THE FIRST REGISTRATION STATEMENT RELATING TO
THE REGISTRABLE SECURITIES; AND IN CONNECTION THEREWITH, COOPERATE WITH THE
TRUSTEE AND THE HOLDERS OF THE REGISTRABLE SECURITIES AND THEIR RESPECTIVE
COUNSEL TO EFFECT SUCH CHANGES TO THE INDENTURE AS MAY BE REQUIRED FOR THE
INDENTURE TO BE SO QUALIFIED IN ACCORDANCE WITH THE TERMS OF THE TIA; AND
EXECUTE, AND USE ALL REASONABLE EFFORTS TO CAUSE THE TRUSTEE TO EXECUTE, ALL
DOCUMENTS AS MAY BE REQUIRED TO EFFECT SUCH CHANGES AND ALL OTHER FORMS AND
DOCUMENTS REQUIRED TO BE FILED WITH THE SEC TO ENABLE THE INDENTURE TO BE SO
QUALIFIED IN A TIMELY MANNER.
(N)
IF REQUESTED BY DESIGNATED COUNSEL, IF ANY, OR THE
HOLDERS OF A MAJORITY IN AMOUNT OF REGISTRABLE SECURITIES, (I) PROMPTLY
INCORPORATE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT SUCH
INFORMATION AS THE DESIGNATED COUNSEL, IF ANY, OR SUCH HOLDERS REASONABLY
DETERMINE IS NECESSARY TO BE INCLUDED THEREIN, (II) MAKE ALL REQUIRED FILINGS OF
SUCH PROSPECTUS SUPPLEMENT OR SUCH POST-EFFECTIVE AMENDMENT AS SOON AS
REASONABLY PRACTICABLE AFTER THE COMPANY HAS RECEIVED NOTIFICATION OF THE
MATTERS TO BE INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT AND (III) SUPPLEMENT OR MAKE AMENDMENTS TO SUCH REGISTRATION
STATEMENT.
(O)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL
OTHER STEPS NECESSARY OR ADVISABLE TO EFFECT THE REGISTRATION OF THE REGISTRABLE
SECURITIES COVERED BY A REGISTRATION
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