COMMISSION TO
THE EXTENT AND SO LONG AS THEY ARE APPLICABLE TO THE REGISTERED EXCHANGE OFFER
OR THE SHELF REGISTRATION AND WILL MAKE GENERALLY AVAILABLE TO ITS SECURITY
HOLDERS (OR OTHERWISE PROVIDE IN ACCORDANCE WITH SECTION 11(A) OF THE SECURITIES
ACT) AN EARNINGS STATEMENT SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE
SECURITIES ACT, 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
REGISTRATION STATEMENT, WHICH STATEMENT SHALL COVER SUCH 12-MONTH PERIOD.
(M)
THE COMPANY SHALL CAUSE THE INDENTURE TO BE QUALIFIED UNDER THE TRUST
INDENTURE ACT OF 1939, AS AMENDED, IN A TIMELY MANNER AND CONTAINING SUCH
CHANGES, IF ANY, AS SHALL BE NECESSARY FOR SUCH QUALIFICATION.
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
THE SHELF REGISTRATION STATEMENT TO FURNISH TO THE COMPANY SUCH INFORMATION
REGARDING THE HOLDER AND THE DISTRIBUTION OF THE SECURITIES AS THE COMPANY MAY
FROM TIME TO TIME REASONABLY REQUIRE FOR INCLUSION IN THE SHELF REGISTRATION
STATEMENT, AND THE COMPANY MAY EXCLUDE FROM SUCH REGISTRATION THE SECURITIES OF
ANY HOLDER THAT FAILS TO FURNISH SUCH INFORMATION WITHIN A REASONABLE TIME AFTER
RECEIVING SUCH REQUEST.
EACH SELLING HOLDER AGREES TO FURNISH PROMPTLY ANY
ADDITIONAL INFORMATION REQUIRED TO BE DISCLOSED IN ORDER TO MAKE
PREVIOUSLY-FURNISHED INFORMATION RELATING TO SUCH HOLDER NOT MISLEADING.
(O)
THE COMPANY SHALL ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING, IF
REQUESTED, AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM) AND TAKE ALL SUCH OTHER
ACTION, IF ANY, AS ANY HOLDER OF THE SECURITIES SHALL REASONABLY REQUEST IN
ORDER TO FACILITATE THE DISPOSITION OF THE SECURITIES PURSUANT TO ANY SHELF
REGISTRATION.
(P)
IN THE CASE OF ANY SHELF REGISTRATION, THE COMPANY SHALL (I) MAKE
REASONABLY AVAILABLE FOR INSPECTION BY THE HOLDERS OF THE SECURITIES, ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO THE SHELF REGISTRATION
STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY THE HOLDERS OF
THE SECURITIES OR ANY SUCH UNDERWRITER ALL RELEVANT FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY AND (II) CAUSE THE
COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS AND AUDITORS TO SUPPLY ALL
RELEVANT INFORMATION REASONABLY REQUESTED BY THE HOLDERS OF THE SECURITIES OR
ANY SUCH UNDERWRITER, ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH THE SHELF
REGISTRATION STATEMENT, IN EACH CASE, AS SHALL BE REASONABLY NECESSARY TO ENABLE
SUCH PERSONS, TO CONDUCT A REASONABLE INVESTIGATION WITHIN THE MEANING OF
SECTION 11 OF THE SECURITIES ACT; PROVIDED, HOWEVER, THAT ANY INFORMATION THAT
IS DESIGNATED IN WRITING BY THE COMPANY AS CONFIDENTIAL AT THE TIME OF DELIVERY
OF SUCH INFORMATION SHALL BE KEPT CONFIDENTIAL BY THE HOLDERS OF THE SECURITIES
OR ANY SUCH UNDERWRITER, ATTORNEY, ACCOUNTANT OR AGENT, UNLESS