REGISTRATION OF THE EXCHANGE
SECURITIES OR TRANSFER RESTRICTED 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 TRUST INDENTURE ACT; AND EXECUTE, AND USE THEIR RESPECTIVE 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, MAKE
AVAILABLE FOR INSPECTION BY A REPRESENTATIVE OF THE HOLDERS OF THE TRANSFER
RESTRICTED SECURITIES (AN "INSPECTOR"), ANY UNDERWRITER PARTICIPATING IN ANY
DISPOSITION PURSUANT TO SUCH SHELF REGISTRATION STATEMENT, AND ATTORNEYS,
ACCOUNTANTS OR OTHER AGENTS DESIGNATED BY THE HOLDERS OR ANY UNDERWRITER, AT
REASONABLE TIMES AND IN A REASONABLE MANNER, ALL PERTINENT FINANCIAL AND OTHER
RECORDS, DOCUMENTS AND PROPERTIES OF THE ISSUERS AND THE GUARANTORS AND CAUSE
THE RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES OF THE ISSUERS AND THE
GUARANTORS TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH INSPECTOR,
UNDERWRITER, ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH A SHELF
REGISTRATION STATEMENT; PROVIDED THAT IF ANY SUCH INFORMATION IS IDENTIFIED IN
WRITING BY THE ISSUERS AS BEING CONFIDENTIAL OR PROPRIETARY, EACH PERSON
RECEIVING SUCH INFORMATION SHALL TAKE SUCH ACTIONS AS ARE REASONABLY NECESSARY
TO PROTECT THE CONFIDENTIALITY OF SUCH INFORMATION TO THE EXTENT SUCH ACTION IS
OTHERWISE NOT INCONSISTENT WITH APPLICABLE LAW OR SUCH INFORMATION BECOMES
AVAILABLE TO THE PUBLIC GENERALLY OR THROUGH A THIRD PARTY WITHOUT AN
ACCOMPANYING OBLIGATION OF CONFIDENTIALITY OTHER THAN AS A RESULT OF DISCLOSURE
OF SUCH INFORMATION BY ANY SUCH PERSON.
THE FOREGOING ACTIONS MAY, IF THE
HOLDERS OF THE TRANSFERRED RESTRICTED SECURITIES OR THE UNDERWRITERS SO DESIRE,
BE PERFORMED PRIOR TO (A) THE EFFECTIVENESS OF SUCH SHELF REGISTRATION STATEMENT
AND EACH POST-EFFECTIVE AMENDMENT THERETO UPON REQUEST OF AN UNDERWRITER AND
(B) EACH CLOSING UNDER ANY UNDERWRITING OR SIMILAR AGREEMENT AS AND TO THE
EXTENT REQUIRED THEREUNDER.
(O)
IN THE CASE OF A SHELF REGISTRATION, USE
THEIR RESPECTIVE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL TRANSFER
RESTRICTED SECURITIES TO BE LISTED ON ANY SECURITIES EXCHANGE OR ANY AUTOMATED
QUOTATION SYSTEM ON WHICH SIMILAR SECURITIES ISSUED OR GUARANTEED BY THE ISSUERS
OR ANY GUARANTOR ARE THEN LISTED, IF REQUESTED BY THE HOLDERS OF A MAJORITY IN
PRINCIPAL AMOUNT OF THE TRANSFER RESTRICTED SECURITIES INCLUDED IN THE SHELF
REGISTRATION, TO THE EXTENT SUCH TRANSFER RESTRICTED SECURITIES SATISFY
APPLICABLE LISTING REQUIREMENTS;
13
(P)
IF REASONABLY REQUESTED BY ANY HOLDER OF
TRANSFER RESTRICTED SECURITIES COVERED BY A REGISTRATION STATEMENT, PROMPTLY
INCORPORATE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT SUCH
INFORMATION WITH RESPECT TO SUCH HOLDER AS SUCH HOLDER REASONABLY REQUESTS TO BE
INCLUDED THEREIN AND MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR
SUCH POST-EFFECTIVE AMENDMENT AS SOON AS THE ISSUERS HAS RECEIVED NOTIFICATION
OF THE MATTERS TO BE INCORPORATED IN SUCH