THE COMPANY AND
THE SUBSIDIARY GUARANTORS SHALL USE THEIR REASONABLE BEST EFFORTS TO REGISTER OR
QUALIFY, OR COOPERATE WITH THE HOLDERS OF SECURITIES OR EXCHANGE SECURITIES
INCLUDED THEREIN AND THEIR RESPECTIVE COUNSEL IN CONNECTION WITH THE
REGISTRATION OR QUALIFICATION OF, SUCH SECURITIES OR EXCHANGE SECURITIES FOR
OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS
ANY SUCH HOLDER REASONABLY REQUESTS IN WRITING AND DO ANY AND ALL OTHER ACTS OR
THINGS NECESSARY OR ADVISABLE TO ENABLE THE OFFER AND SALE IN SUCH JURISDICTIONS
OF THE SECURITIES OR EXCHANGE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT,
PROVIDED THAT NEITHER THE COMPANY NOR ANY SUBSIDIARY GUARANTOR SHALL BE REQUIRED
TO QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO
QUALIFIED OR TO TAKE ANY ACTION WHICH WOULD SUBJECT IT TO GENERAL SERVICE OF
PROCESS OR TO TAXATION IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT.
(I)
THE COMPANY SHALL COOPERATE WITH THE HOLDERS OF SECURITIES OR EXCHANGE
SECURITIES TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES
REPRESENTING SECURITIES OR EXCHANGE SECURITIES TO BE SOLD PURSUANT TO ANY
REGISTRATION STATEMENT FREE OF ANY RESTRICTIVE LEGENDS AND IN SUCH DENOMINATIONS
AND REGISTERED IN
11
SUCH NAMES AS THE HOLDERS THEREOF MAY REQUEST IN WRITING AT LEAST ONE BUSINESS
DAY PRIOR TO SALES OF SECURITIES OR EXCHANGE SECURITIES PURSUANT TO SUCH
REGISTRATION STATEMENT.
(J)
IF ANY EVENT CONTEMPLATED BY SECTION 4(B)(II) THROUGH (V) OCCURS DURING THE
PERIOD FOR WHICH THE COMPANY IS REQUIRED TO MAINTAIN AN EFFECTIVE REGISTRATION
STATEMENT, THE COMPANY AND THE SUBSIDIARY GUARANTORS SHALL PROMPTLY PREPARE AND
FILE WITH THE COMMISSION A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT OR AN AMENDMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR FILE ANY
OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO PURCHASERS OF THE
SECURITIES OR EXCHANGE SECURITIES FROM A HOLDER, THE PROSPECTUS WILL NOT INCLUDE
AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER 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 1 AND THE SHELF REGISTRATION STATEMENT
PROVIDED FOR IN SECTION 2(B) SHALL EACH 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.
(K)
NOT LATER THAN THE EFFECTIVE DATE OF THE APPLICABLE REGISTRATION STATEMENT,
THE COMPANY SHALL OBTAIN A CUSIP NUMBER FOR THE SECURITIES AND THE EXCHANGE
SECURITIES AND PROVIDE THE APPLICABLE TRUSTEE WITH PRINTED CERTIFICATES FOR THE
SECURITIES OR THE EXCHANGE SECURITIES, AS THE CASE MAY BE, IN A FORM ELIGIBLE
FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY.
(L)
THE COMPANY AND THE SUBSIDIARY GUARANTORS