MATTERS AS MAY BE REASONABLY
REQUESTED BY THE REQUESTING PARTY OR ITS COUNSEL;
(V)
OBTAIN "COMFORT" LETTERS AND UPDATES THEREOF FROM THE INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY (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 AND
FINANCIAL DATA ARE, OR ARE REQUIRED TO BE, INCLUDED IN THE REGISTRATION
STATEMENT), ADDRESSED TO THE REQUESTING PARTY, IN CUSTOMARY FORM AND COVERING
MATTERS OF THE TYPE CUSTOMARILY COVERED IN "COMFORT" LETTERS IN CONNECTION WITH
PRIMARY UNDERWRITTEN OFFERINGS, OR IF REQUESTED BY THE REQUESTING PARTY OR ITS
COUNSEL IN LIEU OF A "COMFORT" LETTER, AN AGREED-UPON PROCEDURES LETTER UNDER
STATEMENT ON STANDARDS FOR ATTESTATION ENGAGEMENTS SECTION 201, COVERING MATTERS
REQUESTED BY THE REQUESTING PARTY OR ITS COUNSEL; AND
(VI)
DELIVER SUCH DOCUMENTS AND CERTIFICATES AS MAY BE REASONABLY
REQUESTED BY THE REQUESTING PARTY OR ITS COUNSEL, INCLUDING THOSE TO EVIDENCE
COMPLIANCE WITH SECTION 4(J) AND WITH CONDITIONS CUSTOMARILY CONTAINED IN
UNDERWRITING AGREEMENTS.
The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.
(R)
IF A REGISTERED EXCHANGE OFFER IS TO BE CONSUMMATED, UPON
DELIVERY OF THE SECURITIES BY HOLDERS TO THE COMPANY (OR TO SUCH OTHER PERSON AS
DIRECTED BY THE COMPANY) IN EXCHANGE FOR THE NEW SECURITIES, THE COMPANY SHALL
MARK, OR CAUSED TO BE MARKED, ON THE SECURITIES SO EXCHANGED THAT SUCH
SECURITIES ARE BEING CANCELLED IN EXCHANGE FOR THE NEW SECURITIES.
IN NO EVENT
SHALL THE SECURITIES BE MARKED AS PAID OR OTHERWISE SATISFIED.
(S)
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS IF THE
SECURITIES HAVE BEEN RATED PRIOR TO THE INITIAL SALE OF SUCH SECURITIES, TO
CONFIRM THAT A RATING (WHICH NEED NOT BE THE SAME RATING FROM THE RELEVANT
RATINGS AGENCIES) WILL APPLY TO THE SECURITIES OR THE NEW SECURITIES, AS THE
CASE MAY BE, COVERED BY A REGISTRATION STATEMENT.
(T)
IN THE EVENT THAT ANY BROKER-DEALER SHALL UNDERWRITE ANY
SECURITIES OR PARTICIPATE AS A MEMBER OF AN UNDERWRITING SYNDICATE OR SELLING
GROUP OR "ASSIST IN THE DISTRIBUTION" (WITHIN THE MEANING OF FINRA RULES)
THEREOF, WHETHER AS A HOLDER OF SUCH SECURITIES OR AS AN UNDERWRITER, A
PLACEMENT OR SALES AGENT OR A BROKER OR DEALER IN RESPECT THEREOF, OR OTHERWISE,
THE COMPANY WILL ASSIST SUCH BROKER-DEALER IN COMPLYING WITH THE REQUIREMENTS OF
SUCH FINRA RULES, INCLUDING, WITHOUT LIMITATION, BY (I) IF SUCH FINRA RULES,
INCLUDING RULE 2720, SHALL SO REQUIRE, ENGAGING A "QUALIFIED INDEPENDENT
UNDERWRITER" (AS DEFINED IN RULE 2720) TO PARTICIPATE IN THE PREPARATION OF THE
REGISTRATION STATEMENT RELATING TO SUCH SECURITIES, TO EXERCISE USUAL STANDARDS
OF DUE DILIGENCE IN RESPECT THERETO AND, IF ANY PORTION OF THE OFFERING
CONTEMPLATED BY SUCH REGISTRATION STATEMENT IS AN UNDERWRITTEN OFFERING OR IS
MADE THROUGH A PLACEMENT OR SALES AGENT, TO RECOMMEND THE YIELD OF SUCH
SECURITIES, (II)