WITH PRINTED CERTIFICATES FOR
THE EXCHANGE SECURITIES OR THE REGISTRABLE SECURITIES, AS THE CASE MAY BE, IN A
FORM ELIGIBLE FOR DEPOSIT WITH THE DEPOSITARY;
(M)
(I)
CAUSE THE INDENTURE TO BE QUALIFIED UNDER THE TIA IN
CONNECTION WITH THE REGISTRATION OF THE EXCHANGE SECURITIES OR REGISTRABLE
SECURITIES, AS THE CASE MAY BE, (II) 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 (III) 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;
(N)
IN THE CASE OF A SHELF REGISTRATION, ENTER INTO AGREEMENTS
(INCLUDING IF REQUESTED, AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM CONTAINING
CUSTOMARY REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS; PROVIDED, THAT THE
COMPANY SHALL NOT BE REQUIRED TO ENTER INTO SUCH AGREEMENT MORE THAN ONCE WITH
RESPECT TO ALL THE REGISTRABLE SECURITIES AND MAY DELAY ENTERING INTO SUCH
AGREEMENT UNTIL THE CONSUMMATION OF ANY UNDERWRITTEN PUBLIC OFFERING WHICH THE
COMPANY MAY HAVE THEN UNDERTAKEN) AND TAKE ALL OTHER CUSTOMARY AND APPROPRIATE
ACTIONS IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH REGISTRABLE
SECURITIES AND IN SUCH CONNECTION WHETHER OR NOT AN UNDERWRITING AGREEMENT IS
ENTERED INTO AND WHETHER OR NOT THE REGISTRATION IS AN UNDERWRITTEN
REGISTRATION;
(O)
IN THE CASE OF A SHELF REGISTRATION OR IF A PROSPECTUS IS REQUIRED
TO BE DELIVERED BY ANY PARTICIPATING BROKER-DEALER IN THE CASE OF AN EXCHANGE
OFFER, MAKE AVAILABLE FOR INSPECTION BY A REPRESENTATIVE OF THE HOLDERS OF THE
REGISTRABLE SECURITIES, ANY UNDERWRITERS PARTICIPATING IN ANY DISPOSITION
PURSUANT TO A SHELF REGISTRATION STATEMENT, ANY PARTICIPATING BROKER-DEALER AND
COUNSEL FOR THE HOLDERS, 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 COMPANY TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH
REPRESENTATIVE, UNDERWRITER, PARTICIPATING BROKER-DEALER OR COUNSEL FOR THE
13
HOLDERS IN CONNECTION WITH A REGISTRATION STATEMENT IN EACH CASE, AS IS
CUSTOMARY FOR SIMILAR DUE DILIGENCE INVESTIGATIONS; PROVIDED, HOWEVER, THAT ANY
INFORMATION THAT IS DESIGNATED IN WRITING BY THE COMPANY, IN GOOD FAITH, AS
CONFIDENTIAL AT THE TIME OF DELIVERY OF SUCH INFORMATION SHALL BE KEPT
CONFIDENTIAL BY THE HOLDERS, ANY UNDERWRITER, ANY PARTICIPATING BROKER-DEALER
AND ANY OF THEIR RESPECTIVE REPRESENTATIVES, UNLESS SUCH DISCLOSURE IS MADE IN
CONNECTION WITH A COURT PROCEEDING OR REQUIRED BY LAW, OR SUCH INFORMATION
BECOMES AVAILABLE TO THE PUBLIC GENERALLY OR THROUGH A THIRD PARTY WITHOUT AN
ACCOMPANYING OBLIGATION OF CONFIDENTIALITY, PROVIDED, FURTHER, THAT PRIOR NOTICE
SHALL BE PROVIDED AS PRACTICABLE TO THE COMPANY OF THE POTENTIAL DISCLOSURE OF
ANY INFORMATION IN CONNECTION WITH A COURT PROCEEDING OR REQUIRED BY LAW TO
PERMIT THE COMPANY TO OBTAIN A