ACTION
IS (X) REQUIRED BY APPLICABLE LAW OR OTHERWISE UNDERTAKEN BY THE COMPANY IN GOOD
FAITH AND FOR VALID BUSINESS REASONS (NOT INCLUDING AVOIDANCE OF THE COMPANY'S
OBLIGATIONS HEREUNDER), INCLUDING THE ACQUISITION OR DIVESTITURE OF ASSETS, AND
(Y) PERMITTED PURSUANT TO SECTION 4(J)(II) HEREOF.
(III)
THE COMPANY SHALL CAUSE THE SHELF REGISTRATION STATEMENT AND THE
RELATED PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO, AS OF THE EFFECTIVE
DATE OF THE SHELF REGISTRATION STATEMENT OR SUCH AMENDMENT OR SUPPLEMENT, (A) TO
COMPLY IN ALL MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE ACT; AND
(B) NOT TO CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN (IN THE CASE OF THE PROSPECTUS, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING; IT BEING UNDERSTOOD
THAT THE COMPANY SHALL NOT BE SO RESPONSIBLE FOR WRITTEN INFORMATION FURNISHED
TO THE COMPANY BY OR ON BEHALF OF HOLDERS EXPRESSLY FOR USE THEREIN.
4.
ADDITIONAL REGISTRATION PROCEDURES.
IN CONNECTION WITH ANY SHELF
REGISTRATION STATEMENT AND, TO THE EXTENT APPLICABLE, ANY EXCHANGE OFFER
REGISTRATION STATEMENT, THE FOLLOWING PROVISIONS SHALL APPLY.
(A)
THE COMPANY SHALL:
(I)
FURNISH, IN EACH CASE IF REQUESTED IN WRITING, TO EACH OF THE
REPRESENTATIVES AND TO COUNSEL FOR THE REPRESENTATIVES, IN THE CASE OF AN
EXCHANGE OFFER REGISTRATION STATEMENT, AND TO COUNSEL FOR THE HOLDERS OF
REGISTRABLE SECURITIES, IN THE CASE OF A SHELF REGISTRATION STATEMENT, NOT LESS
THAN FIVE BUSINESS DAYS PRIOR TO THE FILING THEREOF WITH THE COMMISSION, A COPY
OF ANY EXCHANGE OFFER REGISTRATION STATEMENT AND ANY SHELF REGISTRATION
STATEMENT, AS APPLICABLE, AND EACH AMENDMENT THEREOF AND EACH AMENDMENT OR
SUPPLEMENT, IF ANY, TO THE PROSPECTUS INCLUDED THEREIN (INCLUDING ALL DOCUMENTS
INCORPORATED BY REFERENCE THEREIN AFTER THE INITIAL FILING) AND SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO REFLECT IN EACH SUCH DOCUMENT, WHEN SO FILED
WITH THE COMMISSION, SUCH COMMENTS AS THE REPRESENTATIVES REASONABLY PROPOSE;
(II)
INCLUDE THE INFORMATION SET FORTH IN ANNEX A HERETO ON THE FACING
PAGE OF THE EXCHANGE OFFER REGISTRATION STATEMENT, IN ANNEX B HERETO IN THE
FOREPART OF THE
8
EXCHANGE OFFER REGISTRATION STATEMENT IN A SECTION SETTING FORTH DETAILS OF THE
EXCHANGE OFFER, IN ANNEX C HERETO IN THE UNDERWRITING OR PLAN OF DISTRIBUTION
SECTION OF THE PROSPECTUS CONTAINED IN THE EXCHANGE OFFER REGISTRATION
STATEMENT, AND IN ANNEX D HERETO IN THE LETTER OF TRANSMITTAL DELIVERED PURSUANT
TO THE REGISTERED EXCHANGE OFFER;
(III)
IF REQUESTED BY A REPRESENTATIVE, INCLUDE THE INFORMATION
REQUIRED BY ITEM 507 OR 508 OF REGULATION S-K, AS APPLICABLE, IN THE PROSPECTUS
CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT;
(IV)
INCLUDE WITHIN THE PROSPECTUS CONTAINED IN THE EXCHANGE OFFER
REGISTRATION STATEMENT A SECTION ENTITLED "PLAN OF DISTRIBUTION," REASONABLY
ACCEPTABLE TO THE REPRESENTATIVES, WHICH SHALL CONTAIN A SUMMARY STATEMENT OF
THE POSITIONS TAKEN OR POLICIES MADE BY THE STAFF OF THE COMMISSION WITH RESPECT
TO THE POTENTIAL "UNDERWRITER" STATUS OF ANY BROKER-DEALER THAT IS THE
BENEFICIAL