ENABLE THEM TO
EXERCISE ANY APPLICABLE DUE DILIGENCE RESPONSIBILITIES; PROVIDED THAT IF ANY
SUCH INFORMATION IS IDENTIFIED BY THE COMPANY OR ANY GUARANTOR AS BEING
CONFIDENTIAL OR PROPRIETARY, EACH PERSON RECEIVING SUCH INFORMATION SHALL TAKE
11
SUCH ACTIONS AS ARE REASONABLY NECESSARY TO PROTECT THE CONFIDENTIALITY OF SUCH
INFORMATION TO THE EXTENT SUCH ACTION IS OTHERWISE NOT INCONSISTENT WITH, AN
IMPAIRMENT OF OR IN DEROGATION OF THE RIGHTS AND INTERESTS OF ANY INSPECTOR,
HOLDER OR UNDERWRITER);
(XIV)
IN THE CASE OF A SHELF REGISTRATION, USE THEIR
REASONABLE BEST EFFORTS TO CAUSE ALL REGISTRABLE SECURITIES TO BE LISTED ON ANY
SECURITIES EXCHANGE OR ANY AUTOMATED QUOTATION SYSTEM ON WHICH SIMILAR DEBT
SECURITIES ISSUED OR GUARANTEED BY THE COMPANY OR ANY GUARANTOR ARE THEN LISTED
IF REQUESTED BY THE MAJORITY HOLDERS, TO THE EXTENT SUCH REGISTRABLE SECURITIES
SATISFY APPLICABLE LISTING REQUIREMENTS;
(XV)
IF REASONABLY REQUESTED BY ANY HOLDER OF
REGISTRABLE SECURITIES COVERED BY A SHELF REGISTRATION STATEMENT, PROMPTLY
INCLUDE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT SUCH INFORMATION
WITH RESPECT TO SUCH HOLDER AS SUCH HOLDER REASONABLY REQUESTS TO BE INCLUDED
THEREIN AND MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR SUCH
POST-EFFECTIVE AMENDMENT AS SOON AS THE COMPANY HAS RECEIVED NOTIFICATION OF THE
MATTERS TO BE SO INCLUDED IN SUCH FILING;
(XVI)
IN THE CASE OF A SHELF REGISTRATION, ENTER INTO
SUCH CUSTOMARY AGREEMENTS AND TAKE ALL SUCH OTHER ACTIONS IN CONNECTION
THEREWITH (INCLUDING THOSE REQUESTED BY THE HOLDERS OF A MAJORITY IN PRINCIPAL
AMOUNT OF THE REGISTRABLE SECURITIES COVERED BY THE SHELF REGISTRATION
STATEMENT) IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES INCLUDING, BUT NOT LIMITED TO, AN UNDERWRITTEN OFFERING
AND IN SUCH CONNECTION, (1) TO THE EXTENT POSSIBLE, MAKE SUCH REPRESENTATIONS
AND WARRANTIES TO THE HOLDERS LISTED IN THE SHELF REGISTRATION STATEMENT AND THE
RELATED PROSPECTUS AND ANY UNDERWRITERS OF SUCH REGISTRABLE SECURITIES WITH
RESPECT TO THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES AND THE REGISTRATION
STATEMENT, PROSPECTUS AND DOCUMENTS INCORPORATED BY REFERENCE OR DEEMED
INCORPORATED BY REFERENCE, IF ANY, IN EACH CASE, IN FORM, SUBSTANCE AND SCOPE AS
ARE CUSTOMARILY MADE BY ISSUERS TO UNDERWRITERS IN UNDERWRITTEN OFFERINGS AND
CONFIRM THE SAME IF AND WHEN REQUESTED, (2) OBTAIN OPINIONS OF COUNSEL TO THE
COMPANY AND THE GUARANTORS (WHICH COUNSEL AND OPINIONS, IN FORM, SCOPE AND
SUBSTANCE, SHALL BE REASONABLY SATISFACTORY TO THE SELLING HOLDERS AND SUCH
UNDERWRITERS AND THEIR RESPECTIVE COUNSEL) ADDRESSED TO EACH SELLING HOLDER AND
UNDERWRITER OF REGISTRABLE SECURITIES, COVERING THE MATTERS CUSTOMARILY COVERED
IN OPINIONS REQUESTED IN UNDERWRITTEN OFFERINGS, (3) OBTAIN "COMFORT" LETTERS
FROM THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY AND THE
GUARANTORS (AND, IF NECESSARY, ANY OTHER CERTIFIED PUBLIC ACCOUNTANT OF ANY
SUBSIDIARY OF THE COMPANY OR ANY GUARANTOR, OR OF ANY BUSINESS ACQUIRED BY THE
COMPANY OR ANY GUARANTOR FOR WHICH FINANCIAL STATEMENTS AND FINANCIAL DATA ARE
OR ARE REQUIRED TO BE INCLUDED IN THE REGISTRATION STATEMENT) ADDRESSED TO EACH
SELLING HOLDER (TO THE EXTENT PERMITTED BY APPLICABLE PROFESSIONAL STANDARDS)
AND UNDERWRITER OF REGISTRABLE