IF ANY, THAN THOSE SET FORTH IN SECTION 7 HEREOF (OR SUCH OTHER
PROVISIONS AND PROCEDURES ACCEPTABLE TO HOLDERS OF A MAJORITY IN AGGREGATE
PRINCIPAL AMOUNT OF REGISTRABLE NOTES COVERED BY SUCH REGISTRATION STATEMENT AND
THE MANAGING UNDERWRITER OR UNDERWRITERS OR AGENTS, IF ANY).
THE ABOVE SHALL BE
DONE AT EACH CLOSING UNDER SUCH UNDERWRITING AGREEMENT, OR AS AND TO THE EXTENT
REQUIRED THEREUNDER.
(M)
IF (1) A SHELF REGISTRATION IS FILED PURSUANT TO SECTION 3 HEREOF,
OR (2) A PROSPECTUS CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT FILED
PURSUANT TO SECTION 2 HEREOF IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES
ACT BY ANY PARTICIPATING BROKER-DEALER WHO SEEKS TO SELL EXCHANGE NOTES DURING
THE APPLICABLE PERIOD, MAKE AVAILABLE FOR INSPECTION BY ANY SELLING HOLDER OF
SUCH REGISTRABLE NOTES BEING SOLD, OR EACH SUCH PARTICIPATING BROKER-DEALER, AS
THE CASE MAY BE, ANY UNDERWRITER PARTICIPATING IN ANY SUCH DISPOSITION OF
REGISTRABLE NOTES, IF ANY, AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED
BY ANY SUCH SELLING HOLDER OR EACH SUCH PARTICIPATING BROKER-DEALER, AS THE CASE
MAY BE, OR UNDERWRITER (COLLECTIVELY, THE "INSPECTORS"), AT THE OFFICES WHERE
NORMALLY KEPT, DURING REASONABLE BUSINESS HOURS, ALL FINANCIAL AND OTHER
RECORDS, PERTINENT CORPORATE DOCUMENTS AND INSTRUMENTS OF THE ISSUERS AND
SUBSIDIARIES OF THE ISSUERS (COLLECTIVELY, THE "RECORDS") AS SHALL BE REASONABLY
NECESSARY TO ENABLE THEM TO EXERCISE ANY APPLICABLE DUE DILIGENCE
RESPONSIBILITIES, AND CAUSE THE OFFICERS, DIRECTORS AND EMPLOYEES OF THE ISSUERS
AND ANY OF THEIR SUBSIDIARIES TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY
ANY SUCH INSPECTOR IN CONNECTION WITH SUCH REGISTRATION STATEMENT AND
PROSPECTUS.
THE FOREGOING INSPECTION AND INFORMATION GATHERING SHALL BE
COORDINATED ON BEHALF OF THE OTHER PARTIES BY ONE COUNSEL DESIGNATED BY SUCH
PARTIES AS DESCRIBED IN SECTION 6(B) HEREOF.
EACH INSPECTOR SHALL AGREE IN
WRITING THAT IT WILL KEEP THE RECORDS CONFIDENTIAL AND THAT IT WILL NOT DISCLOSE
ANY OF THE RECORDS THAT THE ISSUERS DETERMINE, IN GOOD FAITH, TO BE CONFIDENTIAL
UNLESS (I) THE RELEASE OF SUCH RECORDS IS ORDERED PURSUANT TO A SUBPOENA OR
OTHER ORDER FROM A COURT OF COMPETENT JURISDICTION, OR (II) THE INFORMATION IN
SUCH RECORDS HAS BEEN MADE GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN THROUGH
THE ACTS OF SUCH INSPECTOR; PROVIDED, HOWEVER, THAT PRIOR NOTICE SHALL BE
PROVIDED AS SOON AS PRACTICABLE TO THE ISSUERS OF THE POTENTIAL DISCLOSURE OF
ANY INFORMATION BY SUCH INSPECTOR PURSUANT TO CLAUSE (I) OF THIS SENTENCE TO
PERMIT THE ISSUERS TO OBTAIN A PROTECTIVE ORDER OR TAKE OTHER APPROPRIATE ACTION
TO PREVENT THE DISCLOSURE OF SUCH INFORMATION AT THE ISSUERS' SOLE EXPENSE (OR
WAIVE THE PROVISIONS OF THIS PARAGRAPH (M)) AND THAT SUCH INSPECTOR SHALL TAKE
SUCH ACTIONS AS ARE REASONABLY NECESSARY TO PROTECT THE CONFIDENTIALITY OF SUCH
INFORMATION (IF PRACTICABLE) TO THE EXTENT SUCH ACTION IS OTHERWISE NOT
INCONSISTENT WITH, AN IMPAIRMENT OF OR IN DEROGATION OF THE RIGHTS AND INTERESTS
OF THE HOLDER OR ANY INSPECTOR.
18
(N)
PROVIDE AN INDENTURE TRUSTEE FOR THE REGISTRABLE NOTES OR THE
EXCHANGE NOTES, AS THE CASE MAY BE,