STATUS OF SUCH HOLDER AS AN AFFILIATE OF THE ISSUER OR AS A
PARTICIPATING BROKER-DEALER), THE ISSUER SHALL CAUSE TO BE FILED AS SOON AS
PRACTICABLE A SHELF REGISTRATION STATEMENT PROVIDING FOR THE SALE BY THE HOLDERS
OF ALL OF THE REGISTRABLE SECURITIES AND SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO HAVE SUCH SHELF REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE
SEC.
IN THE EVENT THE ISSUER IS REQUIRED TO FILE A SHELF REGISTRATION STATEMENT
SOLELY AS A RESULT OF THE MATTERS REFERRED TO IN CLAUSE (III) OF THE PRECEDING
SENTENCE, THE ISSUER SHALL FILE AND USE ITS COMMERCIALLY REASONABLE EFFORTS TO
HAVE DECLARED EFFECTIVE BY THE SEC BOTH AN EXCHANGE OFFER REGISTRATION STATEMENT
PURSUANT TO SECTION 2(A) WITH RESPECT TO ALL REGISTRABLE SECURITIES AND A SHELF
REGISTRATION STATEMENT (WHICH MAY BE A COMBINED REGISTRATION STATEMENT WITH THE
EXCHANGE OFFER REGISTRATION STATEMENT) WITH RESPECT TO OFFERS AND SALES OF
REGISTRABLE SECURITIES HELD BY SUCH OTHER HOLDERS AFTER COMPLETION OF THE
EXCHANGE OFFER.
THE
7
ISSUER AGREES, EXCEPT AS SET FORTH HEREIN, TO USE ITS COMMERCIALLY REASONABLE
EFFORTS TO KEEP THE SHELF REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE UNTIL
THE DATE THAT IS TWO YEARS AFTER THE CLOSING DATE (OR SUCH SHORTER PERIODS AS
MAY HEREAFTER BE REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT (OR SIMILAR
SUCCESSOR RULE)) WITH RESPECT TO THE REGISTRABLE SECURITIES OR SUCH SHORTER
PERIOD THAT WILL TERMINATE WHEN ALL OF THE REGISTRABLE SECURITIES COVERED BY THE
SHELF REGISTRATION STATEMENT HAVE BEEN SOLD PURSUANT TO THE SHELF REGISTRATION
STATEMENT.
THE ISSUER FURTHER AGREES TO SUPPLEMENT OR AMEND THE SHELF
REGISTRATION STATEMENT IF REQUIRED BY THE RULES, REGULATIONS OR INSTRUCTIONS
APPLICABLE TO THE REGISTRATION FORM USED BY THE ISSUER FOR SUCH SHELF
REGISTRATION STATEMENT OR BY THE 1933 ACT OR BY ANY OTHER RULES AND REGULATIONS
THEREUNDER FOR SHELF REGISTRATION OR IF REASONABLY REQUESTED BY A HOLDER WITH
RESPECT TO INFORMATION RELATING TO SUCH HOLDER, AND TO USE ITS COMMERCIALLY
REASONABLE EFFORTS TO CAUSE ANY SUCH AMENDMENT TO BECOME EFFECTIVE AND SUCH
SHELF REGISTRATION STATEMENT TO BECOME USABLE AS SOON AS THEREAFTER
PRACTICABLE.
THE ISSUER AGREES TO FURNISH TO THE HOLDERS OF REGISTRABLE
SECURITIES, UPON REQUEST, COPIES OF ANY SUCH SUPPLEMENT OR AMENDMENT PROMPTLY
AFTER ITS BEING USED OR FILED WITH THE SEC.
NOTWITHSTANDING THE FOREGOING, THE
ISSUER SHALL NOT BE REQUIRED TO FILE MORE THAN ONE POST-EFFECTIVE AMENDMENT TO
THE SHELF REGISTRATION STATEMENT IN ANY FISCAL QUARTER, SUCH TIMING TO BE
DETERMINED IN THE REASONABLE DISCRETION OF THE ISSUER, TO ADD ONE OR MORE
HOLDERS TO THE "SELLING SECURITYHOLDERS" TABLE OF THE SHELF REGISTRATION
STATEMENT OR TO UPDATE ANY INFORMATION IN SUCH TABLE.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, IF ANY EXCHANGE OFFER IS CONSUMMATED AFTER THE
EXCHANGE DATE, ANY OBLIGATIONS OF THE ISSUER ARISING AS A RESULT OF CLAUSES (II)
AND (III) ABOVE SHALL TERMINATE AND SUCH EXCHANGE OFFER SHALL BE DEEMED AN
EXCHANGE OFFER PURSUANT TO SECTION 2(A).
(C)
THE ISSUER SHALL PAY ALL REGISTRATION EXPENSES IN CONNECTION WITH
THE REGISTRATION PURSUANT TO SECTION 2(A)