AND
DOCUMENTS REQUIRED TO BE FILED WITH THE SEC TO ENABLE THE INDENTURE TO BE SO
QUALIFIED IN A TIMELY MANNER;
(N)
ENTER INTO SUCH CUSTOMARY AGREEMENTS AND TAKE ALL OTHER CUSTOMARY AND
APPROPRIATE ACTIONS IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES, INCLUDING, BUT NOT LIMITED TO:
(I)
OBTAIN OPINIONS OF COUNSEL TO THE COMPANY AND UPDATES THEREOF
ADDRESSED TO EACH SELLING HOLDER AND THE UNDERWRITERS, IF ANY, COVERING THE
MATTERS SET FORTH IN THE OPINION OF SUCH COUNSEL DELIVERED AT THE CLOSING DATE;
(II)
OBTAIN "COMFORT" LETTERS AND UPDATES THEREOF FROM THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (AND, IF NECESSARY, ANY OTHER
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF ANY SUBSIDIARY OF THE COMPANY OR OF
ANY BUSINESS ACQUIRED BY THE COMPANY FOR WHICH FINANCIAL STATEMENTS ARE, OR ARE
REQUIRED TO BE, INCLUDED IN THE SHELF REGISTRATION STATEMENT) ADDRESSED TO THE
UNDERWRITERS, IF ANY, AND USE REASONABLE EFFORTS TO HAVE SUCH LETTER ADDRESSED
TO THE SELLING HOLDERS OF REGISTRABLE SECURITIES (TO THE EXTENT CONSISTENT WITH
STATEMENT ON AUDITING STANDARDS NO.
72 OF THE AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTS), SUCH LETTERS SUBSTANTIALLY IN THE FORM AND COVERING THE
MATTERS COVERED IN THE COMFORT LETTER DELIVERED ON THE CLOSING DATE;
(III)
IF AN UNDERWRITING AGREEMENT IS ENTERED INTO, CAUSE THE SAME TO
SET FORTH INDEMNIFICATION PROVISIONS AND PROCEDURES SUBSTANTIALLY EQUIVALENT TO
THE INDEMNIFICATION PROVISIONS AND PROCEDURES SET FORTH IN SECTION 4 HEREOF WITH
RESPECT TO THE UNDERWRITERS AND ALL OTHER PARTIES TO BE INDEMNIFIED PURSUANT TO
SAID SECTION OR, AT THE REQUEST OF ANY UNDERWRITERS, IN THE FORM CUSTOMARILY
PROVIDED TO SUCH UNDERWRITERS IN SIMILAR TYPES OF TRANSACTIONS; AND
(IV)
DELIVER SUCH DOCUMENTS AND CERTIFICATES AS MAY BE REASONABLY
REQUESTED AND AS ARE CUSTOMARILY DELIVERED IN SIMILAR OFFERINGS TO THE HOLDERS
OF A MAJORITY IN PRINCIPAL AMOUNT OF THE REGISTRABLE SECURITIES BEING SOLD AND
THE MANAGING UNDERWRITERS, IF ANY.
The above shall be done only in connection with any underwritten offering of
Registrable Securities using such Shelf Registration Statement pursuant to an
underwriting or similar agreement as and to the extent required thereunder, and
as reasonably requested by any of the parties thereto; provided, however, that
in no event will an underwritten offering of Registrable Securities be made
without the prior written agreement of the Company;
(O)
IF REASONABLY REQUESTED IN CONNECTION WITH A DISPOSITION OF REGISTRABLE
SECURITIES, MAKE AVAILABLE FOR INSPECTION DURING BUSINESS HOURS BY
REPRESENTATIVES OF THE HOLDERS OF THE REGISTRABLE SECURITIES, ANY UNDERWRITERS
PARTICIPATING IN ANY DISPOSITION PURSUANT TO A SHELF REGISTRATION STATEMENT AND
ANY COUNSEL OR ACCOUNTANT RETAINED BY ANY OF THE FOREGOING, ALL FINANCIAL AND
OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY
REASONABLY REQUESTED BY ANY SUCH PERSONS, AND CAUSE THE RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES,
11
and any other agents of the Company to supply all information reasonably
requested by any such representative, underwriter, special counsel or accountant
in connection with a Shelf Registration Statement, and make such representatives
of the Company available for discussion of such documents