REGULATIONS OF THE COMMISSION THEREUNDER AND SHALL 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 NOT MISLEADING IN
LIGHT OF THE CIRCUMSTANCES THEN EXISTING;
(V)
USE ITS REASONABLE BEST EFFORTS TO OBTAIN THE WITHDRAWAL OF ANY
ORDER SUSPENDING THE EFFECTIVENESS OF SUCH EXCHANGE REGISTRATION STATEMENT OR
ANY POST-EFFECTIVE AMENDMENT THERETO AT THE EARLIEST PRACTICABLE DATE;
(VI)
USE ITS REASONABLE BEST EFFORTS TO (A) REGISTER OR QUALIFY THE
EXCHANGE SECURITIES UNDER THE SECURITIES LAWS OR BLUE SKY LAWS OF SUCH
JURISDICTIONS AS ARE CONTEMPLATED BY SECTION 2(A) NO LATER THAN THE COMMENCEMENT
OF THE EXCHANGE OFFER, (B) KEEP SUCH REGISTRATIONS OR QUALIFICATIONS IN EFFECT
AND COMPLY WITH SUCH LAWS SO AS TO PERMIT THE CONTINUANCE OF OFFERS, SALES AND
DEALINGS THEREIN IN SUCH JURISDICTIONS UNTIL THE EXPIRATION OF THE RESALE PERIOD
AND (C) TAKE ANY AND ALL OTHER ACTIONS AS MAY BE REASONABLY NECESSARY OR
ADVISABLE TO ENABLE EACH BROKER-DEALER HOLDING EXCHANGE SECURITIES TO CONSUMMATE
THE DISPOSITION THEREOF IN SUCH JURISDICTIONS; PROVIDED, HOWEVER, THAT NEITHER
THE COMPANY NOR THE SUBSIDIARY GUARANTORS SHALL BE REQUIRED FOR ANY SUCH PURPOSE
TO (1) QUALIFY AS A FOREIGN CORPORATION IN ANY JURISDICTION WHEREIN IT WOULD NOT
OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THE REQUIREMENTS OF THIS SECTION
3(C)(VI), (2) CONSENT TO GENERAL SERVICE OF PROCESS IN ANY SUCH JURISDICTION OR
(3) MAKE ANY CHANGES TO ITS CERTIFICATE OF INCORPORATION OR BY-LAWS OR ANY
AGREEMENT BETWEEN IT AND ITS STOCKHOLDERS;
(VII)
USE ITS REASONABLE BEST EFFORTS TO OBTAIN THE CONSENT OR APPROVAL
OF EACH GOVERNMENTAL AGENCY OR AUTHORITY, WHETHER FEDERAL, STATE OR LOCAL, WHICH
MAY BE REQUIRED TO EFFECT THE EXCHANGE REGISTRATION, THE EXCHANGE OFFER AND THE
OFFERING AND SALE OF EXCHANGE SECURITIES BY BROKER-DEALERS DURING THE RESALE
PERIOD;
(VIII)
PROVIDE A CUSIP NUMBER FOR ALL EXCHANGE SECURITIES, NOT LATER THAN
THE APPLICABLE EFFECTIVE TIME;
(IX)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE
COMMISSION, AND MAKE GENERALLY AVAILABLE TO ITS SECURITYHOLDERS AS SOON AS
PRACTICABLE BUT NO LATER THAN EIGHTEEN MONTHS AFTER THE EFFECTIVE DATE OF SUCH
EXCHANGE REGISTRATION STATEMENT, AN EARNING STATEMENT OF THE COMPANY AND ITS
SUBSIDIARIES COMPLYING WITH SECTION 11(A) OF THE SECURITIES ACT (INCLUDING, AT
THE OPTION OF THE COMPANY, RULE 158 THEREUNDER).
8
(D)
IN CONNECTION WITH THE OBLIGATIONS OF THE COMPANY AND THE
SUBSIDIARY GUARANTORS WITH RESPECT TO THE SHELF REGISTRATION, IF APPLICABLE, THE
COMPANY SHALL, AS SOON AS PRACTICABLE (OR AS OTHERWISE SPECIFIED):
(I)
PREPARE AND FILE WITH THE COMMISSION, OR IF PERMITTED BY RULE
430B, OTHERWISE DESIGNATE AN EXISTING FILING WITH THE COMMISSION, AS SOON AS
PRACTICABLE BUT IN ANY CASE WITHIN THE TIME PERIODS SPECIFIED IN SECTION 2(B), A
SHELF REGISTRATION STATEMENT ON ANY FORM WHICH MAY BE UTILIZED BY THE COMPANY
AND WHICH SHALL REGISTER ALL OF THE REGISTRABLE SECURITIES FOR RESALE BY THE
HOLDERS THEREOF IN ACCORDANCE WITH SUCH METHOD OR METHODS OF DISPOSITION AS MAY
BE SPECIFIED BY SUCH OF