a Prospectus in connection with the
exchange of Registrable Securities, the broker-dealer will not be deemed to
admit that it is an underwriter within the meaning of the 1933 Act; and
(G)
(I)
IN THE CASE OF AN EXCHANGE OFFER, FURNISH COUNSEL FOR THE
DEALER MANAGERS AND (II) IN THE CASE OF A SHELF REGISTRATION, FURNISH COUNSEL
FOR THE HOLDERS OF REGISTRABLE SECURITIES COPIES OF ANY COMMENT LETTERS RECEIVED
FROM THE SEC OR ANY OTHER REQUEST BY THE SEC OR ANY STATE SECURITIES AUTHORITY
FOR AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT AND PROSPECTUS OR FOR
ADDITIONAL INFORMATION;
(H)
MAKE EVERY REASONABLE EFFORT TO OBTAIN THE WITHDRAWAL OF ANY ORDER
SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT AS SOON AS POSSIBLE;
(I)
IN THE CASE OF A SHELF REGISTRATION, FURNISH TO EACH HOLDER OF
REGISTRABLE SECURITIES UPON REQUEST, AND EACH UNDERWRITER, IF ANY, WITHOUT
CHARGE, AT LEAST ONE CONFORMED COPY OF EACH REGISTRATION STATEMENT AND ANY
POST-EFFECTIVE AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES
(WITHOUT DOCUMENTS INCORPORATED THEREIN BY REFERENCE AND ALL EXHIBITS THERETO,
UNLESS REQUESTED);
(J)
IN THE CASE OF A SHELF REGISTRATION, COOPERATE WITH THE SELLING
HOLDERS OF REGISTRABLE SECURITIES TO FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE SOLD AND NOT
BEARING ANY RESTRICTIVE LEGENDS; 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;
(K)
IN THE CASE OF A SHELF REGISTRATION, UPON THE OCCURRENCE OF ANY
EVENT OR THE DISCOVERY OF ANY FACTS, EACH AS CONTEMPLATED BY SECTIONS 3(E)(IV)
HEREOF, AS PROMPTLY AS PRACTICABLE AFTER THE OCCURRENCE OF SUCH AN EVENT, USE
ITS COMMERCIALLY REASONABLE EFFORTS TO PREPARE A SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT TO THE REGISTRATION STATEMENT OR THE
12
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 OR PARTICIPATING BROKER-DEALERS, 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 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;
(L)
OBTAIN A CUSIP NUMBER FOR ALL EXCHANGE SECURITIES OR REGISTRABLE
SECURITIES, AS THE CASE MAY BE, NOT LATER THAN THE EFFECTIVE DATE OF A
REGISTRATION STATEMENT, AND PROVIDE THE TRUSTEE