DOCUMENTS REQUIRED TO BE FILED WITH THE SEC TO ENABLE THE INDENTURE TO BE SO
QUALIFIED IN A TIMELY MANNER;
(XIII)
IN THE CASE OF A SHELF REGISTRATION, MAKE AVAILABLE FOR
INSPECTION BY A REPRESENTATIVE OF THE HOLDERS (AN "INSPECTOR"), ANY UNDERWRITER
PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH SHELF REGISTRATION STATEMENT,
ANY ATTORNEYS AND ACCOUNTANTS DESIGNATED BY THE HOLDERS OF A MAJORITY IN
AGGREGATE PRINCIPAL AMOUNT OF THE REGISTRABLE SECURITIES TO BE INCLUDED IN SUCH
SHELF REGISTRATION AND ANY ATTORNEYS AND ACCOUNTANTS DESIGNATED BY SUCH
UNDERWRITER, AT REASONABLE TIMES AND IN A REASONABLE MANNER, ALL PERTINENT
FINANCIAL AND OTHER RECORDS, DOCUMENTS AND PROPERTIES OF THE COMPANY AND ITS
SUBSIDIARIES, AND CAUSE THE RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES OF THE
COMPANY AND THE GUARANTORS
12
TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH INSPECTOR,
UNDERWRITER, ATTORNEY OR ACCOUNTANT IN CONNECTION WITH A SHELF REGISTRATION
STATEMENT; PROVIDED THAT IF ANY SUCH INFORMATION IS IDENTIFIED BY THE COMPANY OR
ANY GUARANTOR 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, AN IMPAIRMENT OF OR IN DEROGATION OF THE RIGHTS AND INTERESTS
OF ANY INSPECTOR, HOLDER OR UNDERWRITER);
(XIV)
IN THE CASE OF A SHELF REGISTRATION, USE THEIR REASONABLE BEST
EFFORTS TO CAUSE ALL REGISTRABLE SECURITIES TO BE LISTED ON ANY SECURITIES
EXCHANGE OR ANY AUTOMATED QUOTATION SYSTEM ON WHICH SIMILAR SECURITIES ISSUED OR
GUARANTEED BY THE COMPANY OR ANY GUARANTOR ARE THEN LISTED IF REQUESTED BY THE
MAJORITY HOLDERS, TO THE EXTENT SUCH REGISTRABLE SECURITIES SATISFY APPLICABLE
LISTING REQUIREMENTS;
(XV)
IF REASONABLY REQUESTED BY ANY HOLDER OF REGISTRABLE SECURITIES
COVERED BY A SHELF REGISTRATION STATEMENT, PROMPTLY INCLUDE 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 COMPANY HAS RECEIVED NOTIFICATION OF THE MATTERS TO BE SO
INCLUDED IN SUCH FILING;
(XVI)
IN THE CASE OF A SHELF REGISTRATION, USE ITS REASONABLE BEST
EFFORTS TO ENTER INTO SUCH CUSTOMARY AGREEMENTS AND TAKE ALL SUCH OTHER ACTIONS
IN CONNECTION THEREWITH (INCLUDING THOSE REQUESTED BY THE HOLDERS OF A MAJORITY
IN PRINCIPAL AMOUNT OF THE REGISTRABLE SECURITIES COVERED BY THE SHELF
REGISTRATION STATEMENT) IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF
SUCH REGISTRABLE SECURITIES INCLUDING, BUT NOT LIMITED TO, AN UNDERWRITTEN
OFFERING AND IN SUCH CONNECTION, (1) TO THE EXTENT POSSIBLE, MAKE SUCH
REPRESENTATIONS AND WARRANTIES TO THE HOLDERS AND ANY UNDERWRITERS OF SUCH
REGISTRABLE SECURITIES WITH RESPECT TO THE BUSINESS OF THE COMPANY AND ITS
SUBSIDIARIES AND THE REGISTRATION STATEMENT, PROSPECTUS AND DOCUMENTS
INCORPORATED BY REFERENCE OR DEEMED INCORPORATED BY REFERENCE THEREIN, IF ANY,
IN EACH CASE, IN FORM, SUBSTANCE AND SCOPE AS ARE CUSTOMARILY MADE BY ISSUERS TO
UNDERWRITERS IN UNDERWRITTEN OFFERINGS AND CONFIRM THE SAME IF AND WHEN
REQUESTED, (2) OBTAIN OPINIONS