AND CAUSE EACH 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 KEEP EACH PROSPECTUS CURRENT DURING THE PERIOD
DESCRIBED IN SECTION 4(3) OF AND RULE 174 UNDER THE SECURITIES ACT THAT IS
APPLICABLE TO TRANSACTIONS BY BROKERS OR DEALERS WITH RESPECT TO THE REGISTRABLE
SECURITIES OR EXCHANGE SECURITIES;
9
(III)
IN THE CASE OF A SHELF REGISTRATION, FURNISH TO EACH HOLDER OF
REGISTRABLE SECURITIES, TO COUNSEL FOR THE INITIAL PURCHASERS, TO COUNSEL FOR
SUCH HOLDERS AND TO EACH UNDERWRITER OF AN UNDERWRITTEN OFFERING OF REGISTRABLE
SECURITIES, IF ANY, WITHOUT CHARGE, AS MANY COPIES OF EACH PROSPECTUS OR
PRELIMINARY PROSPECTUS, AND ANY AMENDMENT OR SUPPLEMENT THERETO, AS SUCH HOLDER,
COUNSEL OR UNDERWRITER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE SALE OR
OTHER DISPOSITION OF THE REGISTRABLE SECURITIES THEREUNDER; AND THE COMPANY AND
THE GUARANTORS CONSENT TO THE USE OF SUCH PROSPECTUS, PRELIMINARY PROSPECTUS AND
ANY AMENDMENT OR SUPPLEMENT THERETO IN ACCORDANCE WITH APPLICABLE LAW BY EACH OF
THE HOLDERS AND ANY SUCH UNDERWRITERS IN CONNECTION WITH THE OFFERING AND SALE
OF THE REGISTRABLE SECURITIES COVERED BY AND IN THE MANNER DESCRIBED IN SUCH
PROSPECTUS, PRELIMINARY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO IN
ACCORDANCE WITH APPLICABLE LAW;
(IV)
USE THEIR REASONABLE BEST EFFORTS TO REGISTER OR QUALIFY THE
REGISTRABLE SECURITIES UNDER ALL APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OF
SUCH JURISDICTIONS AS ANY HOLDER COVERED BY A REGISTRATION STATEMENT SHALL
REASONABLY REQUEST IN WRITING BY THE TIME THE APPLICABLE REGISTRATION STATEMENT
BECOMES EFFECTIVE; COMPLY WITH ANY REQUIREMENTS UNDER APPLICABLE CANADIAN
SECURITIES LAWS IN RESPECT OF THE ISSUANCE OF EXCHANGE SECURITIES TO HOLDERS
RESIDENT IN CANADA; COOPERATE WITH SUCH HOLDERS IN CONNECTION WITH ANY FILINGS
REQUIRED TO BE MADE WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.;
AND DO ANY AND ALL OTHER ACTS AND THINGS THAT MAY BE REASONABLY NECESSARY OR
ADVISABLE TO ENABLE EACH HOLDER TO COMPLETE THE DISPOSITION IN EACH SUCH
JURISDICTION OF THE REGISTRABLE SECURITIES OWNED BY SUCH HOLDER; PROVIDED THAT
NEITHER THE COMPANY NOR ANY GUARANTOR SHALL BE REQUIRED TO (1) QUALIFY AS A
FOREIGN CORPORATION OR OTHER ENTITY OR AS A DEALER IN SECURITIES IN ANY SUCH
JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO SO QUALIFY, (2) FILE
ANY GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH JURISDICTION OR (3)
SUBJECT ITSELF TO TAXATION IN ANY SUCH JURISDICTION IF IT IS NOT SO SUBJECT;
(V)
NOTIFY COUNSEL FOR THE INITIAL PURCHASERS AND, IN THE CASE OF A
SHELF REGISTRATION, NOTIFY EACH HOLDER AND COUNSEL FOR SUCH HOLDERS PROMPTLY
AND, IF REQUESTED BY ANY SUCH HOLDER OR COUNSEL, CONFIRM SUCH ADVICE IN WRITING
(1) WHEN A REGISTRATION STATEMENT HAS BECOME EFFECTIVE, WHEN ANY POST-EFFECTIVE
AMENDMENT THERETO HAS BEEN FILED AND BECOMES EFFECTIVE AND WHEN ANY AMENDMENT OR
SUPPLEMENT TO THE PROSPECTUS HAS BEEN FILED, (2) OF ANY REQUEST BY THE SEC OR
ANY STATE SECURITIES AUTHORITY FOR AMENDMENTS AND SUPPLEMENTS TO A REGISTRATION
STATEMENT