OR SOLD PURSUANT TO ANY REGISTRATION
STATEMENT FREE OF ANY RESTRICTIVE LEGENDS AND IN SUCH DENOMINATIONS AND
REGISTERED IN SUCH NAMES AS HOLDERS MAY REQUEST A REASONABLE PERIOD OF TIME
PRIOR TO SALES OF SECURITIES PURSUANT TO SUCH REGISTRATION STATEMENT.
(J)
(I) UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY
SUBSECTIONS (C)(II) THROUGH (V) ABOVE, THE COMPANY SHALL PROMPTLY (OR WITHIN THE
TIME PERIOD PROVIDED FOR BY CLAUSE (II) HEREOF, IF APPLICABLE) PREPARE A
POST-EFFECTIVE AMENDMENT TO THE APPLICABLE REGISTRATION STATEMENT OR AN
AMENDMENT OR SUPPLEMENT TO THE RELATED PROSPECTUS OR FILE ANY OTHER REQUIRED
DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF THE SECURITIES
INCLUDED THEREIN, THE PROSPECTUS WILL NOT INCLUDE AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING.
IN SUCH CIRCUMSTANCES, THE PERIOD
OF EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION STATEMENT PROVIDED FOR IN
SECTION 2 SHALL BE EXTENDED BY THE NUMBER OF DAYS FROM AND INCLUDING THE DATE OF
THE GIVING OF A NOTICE OF SUSPENSION PURSUANT TO SECTION 4(B) TO AND INCLUDING
THE DATE WHEN THE INITIAL PURCHASERS, THE HOLDERS OF THE SECURITIES AND ANY
KNOWN EXCHANGING DEALER SHALL HAVE RECEIVED SUCH AMENDED OR SUPPLEMENTED
PROSPECTUS PURSUANT TO THIS SECTION.
(II)
UPON THE OCCURRENCE OR EXISTENCE OF ANY PENDING CORPORATE
DEVELOPMENT OR ANY OTHER MATERIAL EVENT THAT, IN THE REASONABLE JUDGMENT OF THE
COMPANY, MAKES IT APPROPRIATE TO SUSPEND THE AVAILABILITY OF A SHELF
REGISTRATION STATEMENT AND THE RELATED PROSPECTUS, THE COMPANY SHALL GIVE NOTICE
(WITHOUT NOTICE OF THE NATURE OR DETAILS OF SUCH EVENTS) TO THE HOLDERS (BUT
ONLY TO SUCH HOLDERS AS ARE NAMED AS SELLING SECURITY HOLDERS IN THE PROSPECTUS
FORMING PART OF SUCH SHELF REGISTRATION STATEMENT OR IN A SUPPLEMENT TO SUCH
PROSPECTUS) THAT THE AVAILABILITY OF SUCH SHELF REGISTRATION IS SUSPENDED AND,
UPON THE GIVING OF ANY SUCH NOTICE IN ACCORDANCE WITH SECTION 11 HEREOF, EACH
HOLDER AGREES NOT TO SELL ANY REGISTRABLE SECURITIES PURSUANT TO THE SHELF
REGISTRATION UNTIL SUCH HOLDER'S RECEIPT OF COPIES OF THE SUPPLEMENTED OR
AMENDED PROSPECTUS, OR UNTIL IT IS ADVISED IN WRITING BY THE COMPANY THAT THE
PROSPECTUS MAY BE USED, AND HAS RECEIVED COPIES OF ANY ADDITIONAL OR
SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED INCORPORATED BY REFERENCE
IN SUCH PROSPECTUS.
THE PERIOD DURING WHICH THE AVAILABILITY OF THE SHELF
REGISTRATION AND ANY PROSPECTUS IS SUSPENDED (THE "DEFERRAL PERIOD") SHALL NOT
EXCEED 45 DAYS IN ANY THREE-MONTH PERIOD OR 90 DAYS IN ANY TWELVE-MONTH PERIOD.
(K)
NOT LATER THAN THE EFFECTIVE DATE OF ANY REGISTRATION STATEMENT,
THE COMPANY SHALL PROVIDE A CUSIP NUMBER FOR THE SECURITIES OR THE NEW
SECURITIES, AS THE CASE MAY BE, REGISTERED UNDER SUCH REGISTRATION STATEMENT AND
PROVIDE THE TRUSTEE WITH PRINTED CERTIFICATES FOR SUCH SECURITIES OR NEW
SECURITIES, IN A FORM ELIGIBLE FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY.
11
(L)
THE COMPANY SHALL COMPLY