ANY RESTRICTIVE LEGENDS AND IN SUCH DENOMINATIONS AND
REGISTERED IN SUCH NAMES AS THE REGISTERING PARTIES MAY REQUEST (INCLUDING BEING
ELIGIBLE FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY) A REASONABLE PERIOD OF
TIME PRIOR TO SALES OF THE REGISTERED SECURITIES PURSUANT TO SUCH REGISTRATION
STATEMENT.
(VIII)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY
PARAGRAPHS (B) THROUGH (E) OF SECTION 4.3(C)(II) ABOVE DURING THE PERIOD FOR
WHICH HOLDINGS IS REQUIRED TO MAINTAIN AN EFFECTIVE REGISTRATION STATEMENT,
HOLDINGS SHALL PROMPTLY PREPARE AND FILE A POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS AND ANY OTHER
REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE REGISTERING PARTIES OR
PURCHASERS OF REGISTERED SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, THE
PROSPECTUS WILL NOT CONTAIN 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 LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING.
IF HOLDINGS NOTIFIES THE REGISTERING PARTIES IN ACCORDANCE WITH
PARAGRAPHS (B) THROUGH (E) OF SECTION 4.3(C)(II) ABOVE TO SUSPEND THE USE OF THE
PROSPECTUS UNTIL THE REQUISITE CHANGES TO THE PROSPECTUS HAVE BEEN MADE, THEN
THE REGISTERING PARTIES SHALL SUSPEND USE OF SUCH PROSPECTUS, AND THE PERIOD OF
EFFECTIVENESS OF THE REGISTRATION STATEMENT PROVIDED FOR IN SECTION 4.2(A) ABOVE
SHALL EACH BE EXTENDED BY THE NUMBER OF DAYS FROM AND INCLUDING THE DATE OF THE
GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN THE REGISTERING PARTIES
SHALL HAVE RECEIVED SUCH AMENDED OR SUPPLEMENTED PROSPECTUS PURSUANT TO THIS
PARAGRAPH.
(IX)
NOT LATER THAN THE EFFECTIVE DATE OF THE
APPLICABLE REGISTRATION STATEMENT, HOLDINGS WILL OBTAIN ONE CUSIP NUMBER FOR ALL
OF THE REGISTERED SECURITIES COVERED BY SUCH REGISTRATION STATEMENT.
(X)
HOLDINGS MAY REQUIRE EACH REGISTERING
PARTY TO FURNISH TO HOLDINGS SUCH INFORMATION REGARDING THE REGISTERING PARTY
AND THE DISTRIBUTION OF THE REGISTERED SECURITIES AS HOLDINGS MAY FROM TIME TO
TIME REASONABLY REQUIRE FOR INCLUSION IN THE REGISTRATION STATEMENT, AND
HOLDINGS MAY EXCLUDE FROM SUCH REGISTRATION THE REGISTERED SECURITIES OF ANY
REGISTERING PARTY THAT FAILS TO FURNISH SUCH INFORMATION WITHIN A REASONABLE
TIME AFTER RECEIVING SUCH REQUEST.
(XI)
IN THE CASE OF ANY DEMAND REGISTRATION
STATEMENT, HOLDINGS SHALL (A) MAKE REASONABLY AVAILABLE FOR INSPECTION BY THE
REGISTERING PARTIES, ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT
TO THE DEMAND REGISTRATION STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT
RETAINED BY THE REGISTERING PARTIES OR ANY SUCH UNDERWRITER ALL RELEVANT
FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF
HOLDINGS AND ITS SUBSIDIARIES AND (B) CAUSE HOLDINGS' AND ITS SUBSIDIARIES,
OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS AND AUDITORS TO SUPPLY ALL RELEVANT
INFORMATION REASONABLY REQUESTED BY THE
25
Registering Parties or any such underwriter, attorney, accountant or agent in
connection with the Demand Registration Statement, in each case as shall be
reasonably necessary, in the judgment of the Registering Parties or any such
underwriter, attorney, accountant or agent referred to in this paragraph, to
conduct a reasonable investigation within the