THE APPLICABLE REGISTRATION STATEMENT,
THE COMPANY WILL PROVIDE A CUSIP NUMBER FOR THE INITIAL SECURITIES, THE EXCHANGE
SECURITIES OR THE PRIVATE EXCHANGE SECURITIES, AS THE CASE MAY BE, AND PROVIDE
THE APPLICABLE TRUSTEE WITH PRINTED CERTIFICATES FOR THE INITIAL SECURITIES, THE
EXCHANGE SECURITIES OR THE PRIVATE EXCHANGE SECURITIES, AS THE CASE MAY BE, IN A
FORM ELIGIBLE FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY.
(L)
THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH ALL
RULES AND REGULATIONS OF THE 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.
(O)
SUBJECT TO SECTION 8(C), 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 THE HOLDERS OF A MAJORITY OF
THE AGGREGATE PRINCIPAL AMOUNT OF SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT
(THE "MAJORITY HOLDERS") SHALL REASONABLY REQUEST IN ORDER TO
FACILITATE THE DISPOSITION OF THE SECURITIES PURSUANT TO ANY SHELF REGISTRATION.
10
(P)
FOR A REASONABLE PERIOD PRIOR TO THE FILING OF A SHELF REGISTRATION
STATEMENT AND PRIOR TO THE EXECUTION OF ANY UNDERWRITING OR SIMILAR AGREEMENT,
MAKE AVAILABLE FOR INSPECTION BY COUNSEL SELECTED BY THE MAJORITY HOLDERS
("HOLDERS' COUNSEL") AND ANY UNDERWRITERS PARTICIPATING IN AN UNDERWRITTEN
OFFERING PURSUANT TO A SHELF REGISTRATION STATEMENT AND NOT MORE THAN ONE
ACCOUNTING FIRM RETAINED BY THE MAJORITY HOLDERS OR UNDERWRITERS, 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, AND ANY OTHER AGENTS OF THE