AGREE TO 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
16
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 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