EXCHANGE SECURITIES TO CONSUMMATE THE DISPOSITION THEREOF
IN SUCH JURISDICTIONS; PROVIDED, HOWEVER, THAT NEITHER THE COMPANY NOR THE
GUARANTORS SHALL BE REQUIRED FOR ANY SUCH PURPOSE TO (1) QUALIFY AS A FOREIGN
CORPORATION IN ANY JURISDICTION WHEREIN IT WOULD NOT OTHERWISE BE REQUIRED TO
QUALIFY BUT FOR THE REQUIREMENTS OF THIS SECTION 3(C)(VI), (2) CONSENT TO
GENERAL SERVICE OF PROCESS OR TAXATION IN ANY SUCH JURISDICTION OR (3) MAKE ANY
CHANGES TO ITS INCORPORATING DOCUMENTS OR LIMITED LIABILITY AGREEMENT OR ANY
OTHER AGREEMENT BETWEEN IT AND ITS STOCKHOLDERS OR MEMBERS;
10
(VII)
PROVIDE AN ISIN AND A CUSIP NUMBER FOR ALL EXCHANGE SECURITIES, NOT
LATER THAN THE APPLICABLE EFFECTIVE TIME; AND
(VIII)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION, AND
MAKE GENERALLY AVAILABLE TO ITS SECURITYHOLDERS AS SOON AS PRACTICABLE BUT NO
LATER THAN 18 MONTHS AFTER THE EFFECTIVE DATE OF SUCH EXCHANGE REGISTRATION
STATEMENT, AN EARNING STATEMENT OF THE COMPANY AND ITS SUBSIDIARIES COMPLYING
WITH SECTION 11(A) OF THE SECURITIES ACT (INCLUDING, AT THE OPTION OF THE
COMPANY, RULE 158 THEREUNDER).
(d)
In connection with the Company's and the Guarantors' obligations
with respect to the Shelf Registration, if applicable, the Company and the
Guarantor shall, as soon as reasonably practicable (or as otherwise specified):
(I)
PREPARE AND FILE WITH THE COMMISSION, AS SOON AS REASONABLY PRACTICABLE
BUT IN ANY CASE WITHIN THE TIME PERIODS SPECIFIED IN SECTION 2(B), A SHELF
REGISTRATION STATEMENT ON ANY FORM WHICH MAY BE UTILIZED BY THE COMPANY AND
WHICH SHALL REGISTER ALL OF THE REGISTRABLE SECURITIES FOR RESALE BY THE HOLDERS
THEREOF IN ACCORDANCE WITH SUCH METHOD OR METHODS OF DISPOSITION AS MAY BE
SPECIFIED BY SUCH OF THE HOLDERS AS, FROM TIME TO TIME, MAY BE ELECTING HOLDERS
AND USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH SHELF REGISTRATION STATEMENT
TO BECOME EFFECTIVE AS SOON AS REASONABLY PRACTICABLE BUT IN ANY CASE WITHIN THE
TIME PERIODS SPECIFIED IN SECTION 2(B);
(II)
PRIOR TO THE EFFECTIVE TIME OF THE SHELF REGISTRATION STATEMENT, MAIL
THE NOTICE AND QUESTIONNAIRE TO THE HOLDERS OF REGISTRABLE SECURITIES; NO HOLDER
SHALL BE ENTITLED TO BE NAMED AS A SELLING SECURITYHOLDER IN THE SHELF
REGISTRATION STATEMENT AS OF THE EFFECTIVE TIME, AND NO HOLDER SHALL BE ENTITLED
TO USE THE PROSPECTUS FORMING A PART THEREOF FOR RESALES OF REGISTRABLE
SECURITIES AT ANY TIME, UNLESS SUCH HOLDER HAS RETURNED A COMPLETED AND SIGNED
NOTICE AND QUESTIONNAIRE TO THE COMPANY BY THE DEADLINE FOR RESPONSE SET FORTH
THEREIN; PROVIDED, HOWEVER, HOLDERS OF REGISTRABLE SECURITIES SHALL HAVE AT
LEAST 28 CALENDAR DAYS FROM THE DATE ON WHICH THE NOTICE AND QUESTIONNAIRE IS
FIRST MAILED TO SUCH HOLDERS TO RETURN A COMPLETED AND SIGNED NOTICE AND
QUESTIONNAIRE TO THE COMPANY;
(III)
AFTER THE EFFECTIVE TIME OF THE SHELF REGISTRATION STATEMENT, UPON THE
REQUEST OF ANY HOLDER OF REGISTRABLE SECURITIES THAT IS NOT THEN AN ELECTING
HOLDER, PROMPTLY SEND A NOTICE AND QUESTIONNAIRE TO SUCH HOLDER; PROVIDED THAT
THE COMPANY SHALL NOT BE REQUIRED TO TAKE ANY ACTION TO NAME SUCH