ANY AMENDMENTS OR SUPPLEMENTS THERETO,
THE ISSUERS SHALL FURNISH TO THE COUNSEL SELECTED BY THE HOLDERS OF A MAJORITY
OF THE REGISTRABLE NOTES COVERED BY SUCH REGISTRATION STATEMENT COPIES OF ALL
SUCH DOCUMENTS PROPOSED TO BE FILED, WHICH DOCUMENTS SHALL BE SUBJECT TO THE
REVIEW AND COMMENT OF SUCH COUNSEL);
(B)
NOTIFY EACH HOLDER OF REGISTRABLE NOTES OF THE EFFECTIVENESS OF EACH
REGISTRATION STATEMENT FILED HEREUNDER AND PREPARE AND FILE WITH THE SECURITIES
AND EXCHANGE
2
COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND
THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE FOR A PERIOD OF NOT LESS THAN 180 DAYS AND
COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION
OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT DURING SUCH PERIOD IN
ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLERS THEREOF SET
FORTH IN SUCH REGISTRATION STATEMENT;
(C)
FURNISH TO EACH SELLER OF REGISTRABLE NOTES SUCH NUMBER OF COPIES OF SUCH
REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO, THE PROSPECTUS
INCLUDED IN SUCH REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS)
AND SUCH OTHER DOCUMENTS AS SUCH SELLER MAY REASONABLY REQUEST IN ORDER TO
FACILITATE THE DISPOSITION OF THE REGISTRABLE NOTES OWNED BY SUCH SELLER;
(D)
USE ITS BEST EFFORTS TO REGISTER OR QUALIFY SUCH REGISTRABLE NOTES UNDER
SUCH OTHER SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS ANY SELLER
REASONABLY REQUESTS AND DO ANY AND ALL OTHER ACTS AND THINGS WHICH MAY BE
REASONABLY NECESSARY OR ADVISABLE TO ENABLE SUCH SELLER TO CONSUMMATE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE NOTES OWNED BY SUCH SELLER
(PROVIDED THAT THE ISSUERS SHALL NOT BE REQUIRED TO (I) QUALIFY GENERALLY TO DO
BUSINESS IN ANY JURISDICTION WHERE THEY WOULD NOT OTHERWISE BE REQUIRED TO
QUALIFY BUT FOR THIS SUBPARAGRAPH, (II) SUBJECT THEMSELVES TO TAXATION IN ANY
SUCH JURISDICTION OR (III) CONSENT TO GENERAL SERVICE OF PROCESS IN ANY SUCH
JURISDICTION);
(E)
NOTIFY EACH SELLER OF SUCH REGISTRABLE NOTES, AT ANY TIME WHEN A
PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES
ACT, OF THE HAPPENING OF ANY EVENT AS A RESULT OF WHICH THE PROSPECTUS INCLUDED
IN SUCH REGISTRATION STATEMENT CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT
OR OMITS ANY FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, AND,
AT THE REQUEST OF ANY SUCH SELLER, THE ISSUERS SHALL PREPARE A SUPPLEMENT OR
AMENDMENT TO SUCH PROSPECTUS SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS
OF SUCH REGISTRABLE NOTES, SUCH PROSPECTUS SHALL NOT CONTAIN AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE ANY FACT NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING;
(F)
ENTER INTO SUCH CUSTOMARY AGREEMENTS AND TAKE ALL SUCH OTHER ACTIONS AS
THE HOLDERS OF A MAJORITY OF THE REGISTRABLE NOTES BEING SOLD OR THE
UNDERWRITERS, IF ANY, REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE THE
DISPOSITION OF SUCH REGISTRABLE NOTES;
(G)
MAKE AVAILABLE FOR INSPECTION BY ANY SELLER OF REGISTRABLE NOTES, ANY