CAUSE THEIR COUNSEL TO PERFORM BLUE SKY INVESTIGATIONS AND FILE REGISTRATIONS
AND QUALIFICATIONS REQUIRED TO BE FILED PURSUANT TO THIS SECTION 5(H), KEEP EACH
SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE DURING THE
PERIOD SUCH REGISTRATION STATEMENT IS REQUIRED TO BE KEPT EFFECTIVE AND DO ANY
AND ALL OTHER ACTS OR THINGS REASONABLY NECESSARY OR ADVISABLE TO ENABLE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE EXCHANGE NOTES HELD BY PARTICIPATING
BROKER-DEALERS OR THE REGISTRABLE NOTES COVERED BY THE APPLICABLE REGISTRATION
STATEMENT; PROVIDED, HOWEVER, THAT NO ISSUER SHALL BE REQUIRED TO (A) QUALIFY
GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED,
(B) TAKE ANY ACTION THAT WOULD SUBJECT IT TO GENERAL SERVICE OF PROCESS IN ANY
SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT OR (C) SUBJECT ITSELF TO
TAXATION IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT.
(I)
IF A SHELF REGISTRATION IS FILED
PURSUANT TO SECTION 3 HEREOF, COOPERATE WITH THE SELLING HOLDERS OF REGISTRABLE
NOTES TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES
REPRESENTING REGISTRABLE NOTES TO BE SOLD, WHICH CERTIFICATES SHALL NOT BEAR ANY
RESTRICTIVE LEGENDS AND SHALL BE IN A FORM ELIGIBLE FOR DEPOSIT WITH THE
DEPOSITORY TRUST COMPANY; AND ENABLE SUCH REGISTRABLE NOTES TO BE IN SUCH
DENOMINATIONS AND REGISTERED IN SUCH NAMES AS THE SELLING HOLDERS MAY REASONABLY
REQUEST.
(J)
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, UPON THE OCCURRENCE
OF ANY EVENT CONTEMPLATED BY SECTIONS 5(C)(V) OR 5(C)(VI) HEREOF, AS PROMPTLY AS
PRACTICABLE PREPARE AND (SUBJECT TO SECTION 5(A) HEREOF) FILE WITH THE SEC, AT
THE SOLE EXPENSE OF THE ISSUERS, A SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, OR FILE ANY
OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF
THE REGISTRABLE NOTES BEING SOLD THEREUNDER OR TO THE PURCHASERS OF THE EXCHANGE
NOTES TO WHOM SUCH PROSPECTUS WILL BE DELIVERED BY A PARTICIPATING
BROKER-DEALER, ANY SUCH PROSPECTUS WILL NOT CONTAIN AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
NOTWITHSTANDING THE FOREGOING, THE
ISSUERS SHALL NOT BE REQUIRED TO AMEND OR SUPPLEMENT A REGISTRATION STATEMENT,
ANY RELATED
17
PROSPECTUS OR ANY DOCUMENT INCORPORATED THEREIN BY REFERENCE, IN THE EVENT
THAT AN EVENT OCCURS AND IS CONTINUING AS A RESULT OF WHICH THE SHELF
REGISTRATION WOULD, IN THE GOOD FAITH JUDGMENT OF THE COMPANY, CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER