OF SUCH HOLDER OR IN THE NAME OF THE PURCHASER(S) OF SUCH SECURITIES, AS THE
CASE MAY BE; IN RETURN, THE INITIAL SECURITIES HELD BY SUCH HOLDER SHALL BE
SURRENDERED TO THE COMPANY FOR CANCELLATION;
(XIII)
COOPERATE WITH THE SELLING HOLDERS AND THE UNDERWRITER(S), IF ANY, TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
TRANSFER RESTRICTED SECURITIES TO BE SOLD AND NOT BEARING ANY RESTRICTIVE
LEGENDS; AND ENABLE SUCH TRANSFER RESTRICTED SECURITIES TO BE IN SUCH
DENOMINATIONS (SUBJECT TO THE APPLICABLE REQUIREMENTS CONTAINED IN THE
APPLICABLE INDENTURE) AND REGISTERED IN SUCH NAMES AS THE HOLDERS OR THE
UNDERWRITER(S), IF ANY, MAY REQUEST AT LEAST TWO BUSINESS DAYS PRIOR TO ANY SALE
OF TRANSFER RESTRICTED SECURITIES MADE BY SUCH HOLDERS OR UNDERWRITER(S);
(XIV)
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE TRANSFER RESTRICTED
SECURITIES COVERED BY THE REGISTRATION STATEMENT TO BE REGISTERED WITH OR
APPROVED BY SUCH
13
OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE NECESSARY TO ENABLE THE
SELLER OR SELLERS THEREOF OR THE UNDERWRITER(S), IF ANY, TO CONSUMMATE THE
DISPOSITION OF SUCH TRANSFER RESTRICTED SECURITIES, SUBJECT TO THE PROVISO
CONTAINED IN SECTION 6(C)(XII) HEREOF, EXCEPT AS MAY BE REQUIRED SOLELY AS A
CONSEQUENCE OF THE NATURE OF SUCH SELLING HOLDER'S BUSINESS, IN WHICH CASE THE
COMPANY AND THE GUARANTORS WILL COOPERATE IN ALL REASONABLE RESPECTS WITH THE
FILING OF SUCH REGISTRATION STATEMENT AND THE GRANTING OF SUCH APPROVALS;
(XV)
IF ANY FACT OR EVENT CONTEMPLATED BY SECTION 6(C)(III)(D) HEREOF SHALL
EXIST OR HAVE OCCURRED, PREPARE A SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT OR RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED
THEREIN BY REFERENCE OR FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER
DELIVERED TO THE PURCHASERS OF TRANSFER RESTRICTED SECURITIES, THE PROSPECTUS
WILL NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING;
(XVI)
PROVIDE A CUSIP NUMBER FOR ALL SECURITIES NOT LATER THAN THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT COVERING SUCH SECURITIES AND PROVIDE THE
TRUSTEE UNDER THE INDENTURE WITH PRINTED CERTIFICATES FOR SUCH SECURITIES WHICH
ARE IN A FORM ELIGIBLE FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY AND TAKE
ALL OTHER ACTION NECESSARY TO ENSURE THAT ALL SUCH SECURITIES ARE ELIGIBLE FOR
DEPOSIT WITH THE DEPOSITORY TRUST COMPANY;
(XVII) COOPERATE AND ASSIST IN ANY FILINGS REQUIRED TO BE MADE WITH FINRA AND IN
THE PERFORMANCE OF ANY DUE DILIGENCE INVESTIGATION BY ANY UNDERWRITER (INCLUDING
ANY "QUALIFIED INDEPENDENT UNDERWRITER") THAT IS REQUIRED TO BE RETAINED IN
ACCORDANCE WITH THE RULES AND REGULATIONS OF FINRA;
(XVIII) OTHERWISE USE COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE COMMISSION, AND MAKE GENERALLY AVAILABLE
TO ITS SECURITY HOLDERS, AS SOON AS PRACTICABLE, A CONSOLIDATED EARNINGS
STATEMENT MEETING THE REQUIREMENTS OF RULE 158 (WHICH NEED NOT BE AUDITED) FOR
THE TWELVE-MONTH PERIOD (A) COMMENCING AT THE END OF ANY FISCAL QUARTER IN WHICH
TRANSFER RESTRICTED SECURITIES