AND NOT BEARING ANY RESTRICTIVE LEGENDS (OTHER THAN AS
REQUIRED BY THE COMPANY'S CERTIFICATE OF INCORPORATION OR BYLAWS OR APPLICABLE
LAW); AND ENABLE SUCH REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS
(CONSISTENT WITH THE PROVISIONS OF THE INDENTURE) AND REGISTERED IN SUCH NAMES
AS THE SELLING HOLDERS OR THE UNDERWRITERS, IF ANY, MAY REASONABLY REQUEST AT
LEAST THREE BUSINESS DAYS PRIOR TO THE CLOSING OF ANY SALE OF REGISTRABLE
SECURITIES;
(J)
UPON THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACTS, EACH AS
CONTEMPLATED BY SECTIONS 3(E)(II), (III), (IV), (V) AND (VI) HEREOF, AS PROMPTLY
AS PRACTICABLE AFTER THE OCCURRENCE OF SUCH AN EVENT, USE COMMERCIALLY
REASONABLE EFFORTS TO PREPARE A SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE
SHELF REGISTRATION STATEMENT OR THE RELATED PROSPECTUS OR ANY DOCUMENT
INCORPORATED THEREIN BY REFERENCE OR FILE ANY OTHER REQUIRED DOCUMENT SO THAT,
AS THEREAFTER DELIVERED TO THE PURCHASERS OF THE REGISTRABLE SECURITIES, SUCH
PROSPECTUS WILL NOT CONTAIN AT THE TIME OF SUCH DELIVERY ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING OR WILL REMAIN SO QUALIFIED.
AT SUCH TIME AS SUCH PUBLIC
DISCLOSURE IS OTHERWISE MADE OR THE COMPANY DETERMINES THAT SUCH DISCLOSURE IS
NOT NECESSARY, IN EACH CASE TO CORRECT ANY MISSTATEMENT OF A MATERIAL FACT OR TO
INCLUDE ANY OMITTED MATERIAL FACT, THE COMPANY AGREES PROMPTLY TO NOTIFY EACH
HOLDER THAT HAS PROVIDED THE INFORMATION REQUIRED BY SECTION 2.1(D) OF SUCH
DETERMINATION AND TO FURNISH EACH HOLDER SUCH NUMBER OF COPIES OF THE PROSPECTUS
AS AMENDED OR SUPPLEMENTED, AS SUCH HOLDER MAY REASONABLY REQUEST;
(K)
NO LESS THAN THREE BUSINESS DAYS PRIOR TO THE FILING OF ANY SHELF
REGISTRATION STATEMENT, ANY PROSPECTUS, ANY AMENDMENT TO A SHELF REGISTRATION
STATEMENT OR AMENDMENT OR SUPPLEMENT TO A PROSPECTUS (OTHER THAN AMENDMENTS AND
SUPPLEMENTS THAT DO NOTHING MORE THAN NAME HOLDERS AND PROVIDE INFORMATION WITH
RESPECT THERETO OR THAT ARE REQUIRED TO BE FILED BY THE COMPANY UNDER THE 1934
ACT), PROVIDE COPIES OF SUCH DOCUMENT TO THE INITIAL PURCHASER ON BEHALF OF SUCH
HOLDERS, AND MAKE REPRESENTATIVES OF THE COMPANY, AS SHALL BE REASONABLY
REQUESTED BY THE HOLDERS OF REGISTRABLE SECURITIES OR THE INITIAL PURCHASER ON
BEHALF OF SUCH HOLDERS, AVAILABLE FOR DISCUSSION OF SUCH DOCUMENT;
(L)
PROVIDE THE TRUSTEE WITH PRINTED CERTIFICATES FOR THE REGISTRABLE
SECURITIES IN A FORM ELIGIBLE FOR DEPOSIT WITH THE DEPOSITARY;
10
(M)
(I) USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE INDENTURE TO BE
QUALIFIED UNDER THE 1939 ACT IN CONNECTION WITH THE REGISTRATION OF THE
REGISTRABLE SECURITIES, (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 1939 ACT, AND (III) EXECUTE,
AND USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE TRUSTEE TO EXECUTE, ALL
DOCUMENTS AS MAY BE REQUIRED TO EFFECT SUCH CHANGES, AND ALL OTHER FORMS