OF REGULATION S-K IF THE RESALES ARE OF EXCHANGE SECURITIES
OBTAINED BY SUCH HOLDER IN EXCHANGE FOR INITIAL SECURITIES ACQUIRED BY SUCH
HOLDER DIRECTLY FROM THE COMPANY.
(B)
SHELF REGISTRATION STATEMENT. IN CONNECTION WITH THE SHELF
REGISTRATION STATEMENT, EACH OF THE COMPANY AND THE GUARANTORS SHALL COMPLY WITH
ALL THE PROVISIONS OF SECTION 6(C) HEREOF AND SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO EFFECT SUCH REGISTRATION TO PERMIT THE SALE OF THE
TRANSFER RESTRICTED SECURITIES BEING SOLD IN ACCORDANCE WITH THE INTENDED METHOD
OR METHODS OF DISTRIBUTION THEREOF, AND PURSUANT THERETO EACH OF THE COMPANY AND
THE GUARANTORS WILL PREPARE AND FILE WITH THE COMMISSION A REGISTRATION
STATEMENT RELATING TO THE REGISTRATION ON ANY APPROPRIATE FORM UNDER THE
SECURITIES ACT, WHICH FORM SHALL BE AVAILABLE FOR THE SALE OF THE
8
Transfer Restricted Securities in accordance with the intended method or methods
of distribution thereof in accordance with the time periods set forth in
Section 4.
(C)
GENERAL PROVISIONS. IN CONNECTION WITH ANY REGISTRATION STATEMENT
AND ANY PROSPECTUS REQUIRED BY THIS AGREEMENT TO PERMIT THE SALE OR RESALE OF
TRANSFER RESTRICTED SECURITIES (INCLUDING, WITHOUT LIMITATION, ANY REGISTRATION
STATEMENT AND THE RELATED PROSPECTUS REQUIRED TO PERMIT RESALES OF INITIAL
SECURITIES BY BROKER-DEALERS), EACH OF THE COMPANY AND THE GUARANTORS SHALL:
(I)
USE COMMERCIALLY REASONABLE EFFORTS TO KEEP SUCH REGISTRATION STATEMENT
CONTINUOUSLY EFFECTIVE AND PROVIDE ALL REQUISITE FINANCIAL STATEMENTS
(INCLUDING, IF REQUIRED BY THE SECURITIES ACT OR ANY REGULATION THEREUNDER,
FINANCIAL STATEMENTS OF THE GUARANTORS FOR THE PERIOD SPECIFIED IN SECTION 3 OR
4 HEREOF, AS APPLICABLE; UPON THE OCCURRENCE OF ANY EVENT THAT WOULD CAUSE ANY
SUCH REGISTRATION STATEMENT OR THE PROSPECTUS CONTAINED THEREIN (A) TO CONTAIN A
MATERIAL MISSTATEMENT OR OMISSION OR (B) NOT TO BE EFFECTIVE AND USABLE FOR
RESALE OF TRANSFER RESTRICTED SECURITIES DURING THE PERIOD REQUIRED BY THIS
AGREEMENT, THE COMPANY SHALL FILE PROMPTLY AN APPROPRIATE AMENDMENT TO SUCH
REGISTRATION STATEMENT, IN THE CASE OF CLAUSE (A), CORRECTING ANY SUCH
MISSTATEMENT OR OMISSION, AND, IN THE CASE OF EITHER CLAUSE (A) OR (B), USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH AMENDMENT TO BE DECLARED EFFECTIVE
AND SUCH REGISTRATION STATEMENT AND THE RELATED PROSPECTUS TO BECOME USABLE FOR
THEIR INTENDED PURPOSE(S) AS SOON AS PRACTICABLE THEREAFTER;
(II)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO THE APPLICABLE REGISTRATION STATEMENT AS MAY BE NECESSARY TO KEEP
THE REGISTRATION STATEMENT EFFECTIVE FOR THE APPLICABLE PERIOD SET FORTH IN
SECTION 3 OR 4 HEREOF, AS APPLICABLE, OR SUCH SHORTER PERIOD AS WILL TERMINATE
WHEN ALL TRANSFER RESTRICTED SECURITIES COVERED BY SUCH REGISTRATION STATEMENT
HAVE BEEN SOLD OR ARE OTHERWISE TRANSFERABLE PURSUANT TO RULE 144(K) (AS AMENDED
OR RESTATED) UNDER THE SECURITIES ACT; CAUSE THE PROSPECTUS TO BE SUPPLEMENTED
BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED TO BE FILED
PURSUANT TO RULE 424 UNDER THE SECURITIES ACT, AND TO COMPLY FULLY WITH THE
APPLICABLE PROVISIONS OF RULES 424 AND 430A UNDER THE SECURITIES ACT IN A TIMELY
MANNER; AND COMPLY WITH THE PROVISIONS OF THE