REASONABLY REQUESTED BY THE MANAGING UNDERWRITER AS PERMITTED BY THE STATEMENT
ON AUDITING STANDARDS NO. 72; AND (IV) IF AN UNDERWRITING AGREEMENT IS ENTERED
INTO, CAUSE THE SAME TO CONTAIN INDEMNIFICATION PROVISIONS AND PROCEDURES NO
LESS FAVORABLE TO THE SELLERS AND UNDERWRITERS, IF ANY, THAN THOSE SET FORTH IN
SECTION 7 HEREOF (OR SUCH OTHER PROVISIONS AND PROCEDURES ACCEPTABLE TO HOLDERS
OF A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF REGISTRABLE NOTES COVERED BY SUCH
REGISTRATION STATEMENT AND THE MANAGING UNDERWRITER OR UNDERWRITERS OR AGENTS,
IF ANY).
THE ABOVE SHALL BE DONE AT EACH CLOSING UNDER SUCH UNDERWRITING
AGREEMENT, OR AS AND TO THE EXTENT REQUIRED THEREUNDER.
(M)
IF (1) A SHELF REGISTRATION IS FILED PURSUANT
TO SECTION 3 HEREOF, OR (2) A PROSPECTUS CONTAINED IN THE EXCHANGE OFFER
REGISTRATION STATEMENT FILED PURSUANT TO SECTION 2 HEREOF IS REQUIRED TO BE
DELIVERED UNDER THE SECURITIES ACT BY ANY PARTICIPATING BROKER-DEALER WHO SEEKS
TO SELL EXCHANGE NOTES DURING THE APPLICABLE PERIOD, MAKE AVAILABLE FOR
INSPECTION BY ANY SELLING HOLDER OF SUCH REGISTRABLE NOTES BEING SOLD, OR EACH
SUCH PARTICIPATING BROKER-DEALER, AS THE CASE MAY BE, ANY UNDERWRITER
PARTICIPATING IN ANY SUCH DISPOSITION OF REGISTRABLE NOTES, IF ANY, AND ANY
ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH SELLING HOLDER OR EACH
SUCH PARTICIPATING BROKER-DEALER, AS THE CASE MAY BE, OR UNDERWRITER
(COLLECTIVELY, THE "INSPECTORS"), AT THE OFFICES WHERE NORMALLY KEPT, DURING
REASONABLE BUSINESS HOURS, ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE
DOCUMENTS AND INSTRUMENTS OF THE ISSUERS AND SUBSIDIARIES OF THE ISSUERS
(COLLECTIVELY, THE "RECORDS") AS SHALL BE REASONABLY NECESSARY TO ENABLE THEM TO
EXERCISE ANY APPLICABLE DUE DILIGENCE RESPONSIBILITIES, AND CAUSE THE OFFICERS,
DIRECTORS AND EMPLOYEES OF THE ISSUERS AND ANY OF THEIR SUBSIDIARIES TO SUPPLY
ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH INSPECTOR IN CONNECTION WITH
SUCH REGISTRATION STATEMENT AND PROSPECTUS.
THE FOREGOING INSPECTION AND
INFORMATION GATHERING SHALL BE COORDINATED ON BEHALF OF THE OTHER PARTIES BY ONE
COUNSEL DESIGNATED BY SUCH PARTIES AS DESCRIBED IN SECTION 6(B) HEREOF.
EACH
INSPECTOR SHALL AGREE IN WRITING THAT IT WILL KEEP THE RECORDS CONFIDENTIAL AND
THAT IT WILL NOT DISCLOSE ANY OF THE RECORDS THAT THE ISSUERS DETERMINE, IN GOOD
FAITH, TO BE CONFIDENTIAL UNLESS (I) THE RELEASE OF SUCH RECORDS IS ORDERED
PURSUANT TO A SUBPOENA OR OTHER ORDER FROM A COURT OF COMPETENT JURISDICTION, OR
(II) THE INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN THROUGH THE ACTS OF SUCH INSPECTOR; PROVIDED, HOWEVER, THAT
PRIOR NOTICE SHALL BE PROVIDED AS SOON AS PRACTICABLE TO THE ISSUERS OF THE
POTENTIAL DISCLOSURE OF ANY INFORMATION BY SUCH INSPECTOR PURSUANT TO CLAUSE
(I) OF THIS SENTENCE TO PERMIT THE ISSUERS TO OBTAIN A PROTECTIVE ORDER OR TAKE
OTHER APPROPRIATE ACTION TO PREVENT THE DISCLOSURE OF SUCH INFORMATION AT THE
ISSUERS' SOLE EXPENSE (OR WAIVE THE PROVISIONS OF THIS PARAGRAPH (M)) AND THAT
SUCH INSPECTOR SHALL TAKE SUCH ACTIONS AS ARE REASONABLY NECESSARY TO PROTECT
THE CONFIDENTIALITY OF SUCH INFORMATION (IF PRACTICABLE) TO THE EXTENT SUCH
ACTION