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SEC Filings

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            purpose, (D) if at any time the representations and warranties of
            the Issuers contemplated by Section 3(d)(xvii) or Section 5 hereof
            cease to be true and correct in all material respects, (E) of the
            receipt by the Issuers of any notification with respect to the
            suspension of the qualification of the Registrable Securities for
            sale in any jurisdiction or the initiation or, to the knowledge of
            the Issuers, threatening of any proceeding for such purpose, or (F)
            if at any time when a prospectus is required to be delivered under
            the Securities Act, that such Shelf Registration Statement,
            prospectus, prospectus amendment or supplement or post-effective
            amendment does not conform in all material respects to the
            applicable requirements of the Securities Act and the Trust
            Indenture Act and the rules and regulations of the Commission
            thereunder or contains an untrue statement of a material fact or
            omits to state any material fact required to be stated therein or
            necessary to make the statements therein not misleading in light of
            the circumstances then existing;

                  (ix) use their reasonable best efforts to obtain the
            withdrawal of any order suspending the effectiveness of such
            registration statement or any post-effective amendment thereto as
            soon as practicable;

                  (x) if requested by any managing underwriter or underwriters,
            any placement or sales agent or any Electing Holder, promptly
            incorporate in a prospectus supplement or post-effective amendment
            such information as is required by the applicable rules and
            regulations of the Commission and as such managing underwriter or
            underwriters, such agent or such Electing Holder specifies should be
            included therein relating to the terms of the sale of such
            Registrable Securities, including information (i) with respect to
            the principal amount of Registrable Securities being sold by such
            Electing Holder or agent or to any underwriters, the name and
            description of such Electing Holder, agent or underwriter, the
            offering price of such Registrable Securities and any discount,
            commission or other compensation payable in respect thereof and the
            purchase price being paid therefor by such underwriters and (ii)
            with respect to any other material terms of the offering of the
            Registrable Securities to be sold by such Electing Holder or agent
            or to such underwriters; and make all required filings of such
            prospectus supplement or post-effective amendment upon notification
            of the matters to be incorporated in such prospectus supplement or
            post-effective amendment;

                  (xi) furnish to each Electing Holder, each placement or sales
            agent, if any, therefor, each underwriter, if any, thereof and the
            respective counsel referred to in Section 3(d)(vi) hereof an
            executed copy (or, in the case of an Electing Holder, a conformed
            copy) of such Shelf Registration Statement, each such amendment and
            supplement thereto (in each case including all exhibits