ISSUER, OR (B) THE DISCLOSURE
OTHERWISE RELATES TO A PENDING MATERIAL BUSINESS TRANSACTION THAT HAS NOT YET
BEEN PUBLICLY DISCLOSED;
(J)
IN THE CASE OF A SHELF REGISTRATION STATEMENT, A REASONABLE TIME
PRIOR TO THE FILING OF ANY REGISTRATION STATEMENT, ANY PROSPECTUS, ANY AMENDMENT
TO A REGISTRATION STATEMENT OR AMENDMENT OR SUPPLEMENT TO A PROSPECTUS, PROVIDE
COPIES OF SUCH
14
DOCUMENT TO, THE HOLDERS AND THEIR COUNSEL AND MAKE SUCH OF THE REPRESENTATIVES
OF THE ISSUER AS SHALL BE REASONABLY REQUESTED BY THE HOLDERS OR THEIR COUNSEL
AVAILABLE FOR DISCUSSION OF SUCH DOCUMENT, AND SHALL NOT AT ANY TIME FILE OR
MAKE ANY AMENDMENT TO THE REGISTRATION STATEMENT, ANY PROSPECTUS OR ANY
AMENDMENT OF OR SUPPLEMENT TO A REGISTRATION STATEMENT OR A PROSPECTUS, OF WHICH
THE HOLDERS AND THEIR COUNSEL SHALL NOT HAVE PREVIOUSLY BEEN ADVISED AND
FURNISHED A COPY OR TO WHICH THE HOLDERS OR THEIR COUNSEL SHALL REASONABLY
OBJECT ON A TIMELY BASIS, EXCEPT FOR ANY REGISTRATION STATEMENT OR AMENDMENT
THERETO OR RELATED PROSPECTUS OR SUPPLEMENT THERETO (A COPY OF WHICH HAS BEEN
PREVIOUSLY FURNISHED AS PROVIDED IN THE PRECEDING SENTENCE) WHICH COUNSEL TO THE
ISSUER HAS ADVISED THE ISSUER IN WRITING IS REQUIRED TO BE FILED IN ORDER TO
COMPLY WITH APPLICABLE LAW; PROVIDED, HOWEVER, THAT THE FOREGOING PROCEDURES
SHALL BE COORDINATED ON BEHALF OF THE HOLDERS BY A REPRESENTATIVE DESIGNATED BY
THE MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE HOLDERS SELLING REGISTRABLE
SECURITIES;
(K)
OBTAIN A CUSIP NUMBER FOR ALL EXCHANGE SECURITIES OR REGISTRABLE
SECURITIES, AS THE CASE MAY BE, NOT LATER THAN THE EFFECTIVE DATE OF A
REGISTRATION STATEMENT;
(L)
CAUSE THE INDENTURE TO BE QUALIFIED UNDER THE TRUST INDENTURE ACT
OF 1939, AS AMENDED (THE "TIA"), IN CONNECTION WITH THE REGISTRATION OF THE
EXCHANGE SECURITIES OR REGISTRABLE SECURITIES, AS THE CASE MAY BE, COOPERATE
WITH THE TRUSTEE AND THE HOLDERS TO EFFECT SUCH CHANGES TO THE INDENTURE AS MAY
BE REQUIRED FOR THE INDENTURE TO BE SO QUALIFIED IN ACCORDANCE WITH THE TERMS OF
THE TIA AND EXECUTE, AND USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE
TRUSTEE TO EXECUTE, ALL DOCUMENTS AS MAY BE REQUIRED TO EFFECT SUCH CHANGES AND
ALL OTHER FORMS AND DOCUMENTS REQUIRED TO BE FILED WITH THE SEC TO ENABLE THE
INDENTURE TO BE SO QUALIFIED IN A TIMELY MANNER;
(M)
IN THE CASE OF AN UNDERWRITTEN OFFERING PURSUANT TO A SHELF
REGISTRATION, MAKE AVAILABLE FOR INSPECTION UPON WRITTEN REQUEST BY A
REPRESENTATIVE OF THE HOLDERS OF THE REGISTRABLE SECURITIES, ANY UNDERWRITER
PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH SHELF REGISTRATION STATEMENT,
AND ATTORNEYS AND ACCOUNTANTS DESIGNATED BY THE HOLDERS, AT REASONABLE TIMES AND
IN A REASONABLE MANNER, ALL PERTINENT FINANCIAL AND OTHER RECORDS, PERTINENT
DOCUMENTS AND PROPERTIES OF THE ISSUER AS SHALL BE REASONABLY NECESSARY TO
ENABLE THEM TO EXERCISE ANY APPLICABLE DUE DILIGENCE RESPONSIBILITIES, AND CAUSE
THE RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES OF THE ISSUER TO SUPPLY ALL
INFORMATION REASONABLY REQUESTED BY ANY SUCH REPRESENTATIVE, UNDERWRITER,
ATTORNEY OR ACCOUNTANT IN CONNECTION WITH THEIR DUE DILIGENCE RESPONSIBILITIES