OR THE INITIATION OF ANY PROCEEDINGS
FOR THAT PURPOSE;
(D)
OF THE RECEIPT BY HOLDINGS OR ITS LEGAL COUNSEL OF ANY NOTIFICATION WITH
RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE PIGGYBACK SHARES OR DEMAND
SECURITIES (AS APPLICABLE, THE "REGISTERED SECURITIES") FOR SALE IN ANY
JURISDICTION OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE; AND
(E)
OF THE HAPPENING OF ANY EVENT THAT REQUIRES HOLDINGS TO MAKE CHANGES IN
THE REGISTRATION STATEMENT OR THE PROSPECTUS IN ORDER THAT THE REGISTRATION
STATEMENT OR THE PROSPECTUS DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL
FACT NOR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING OR OF THE COMMENCEMENT
OF ANY SUSPENSION PERIOD.
(III)
HOLDINGS SHALL MAKE EVERY REASONABLE EFFORT
TO PREVENT THE ISSUANCE OF AND OBTAIN THE WITHDRAWAL AT THE EARLIEST POSSIBLE
TIME OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR
OF THE QUALIFICATION (OR EXEMPTION THEREFROM) OF ANY OF THE PIGGYBACK SHARES OR
DEMAND SECURITIES FOR SALE IN ANY JURISDICTION.
(IV)
HOLDINGS SHALL FURNISH TO EACH REGISTERING
PARTY, WITHOUT CHARGE, AT LEAST ONE COPY OF THE REGISTRATION STATEMENT AND ANY
POST-EFFECTIVE AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES,
AND, IF THE REGISTERING PARTY SO REQUESTS IN WRITING, ALL EXHIBITS THERETO
(INCLUDING THOSE, IF ANY, INCORPORATED BY REFERENCE).
(V)
HOLDINGS SHALL DELIVER TO EACH REGISTERING
PARTY, WITHOUT CHARGE, AS MANY COPIES OF THE PROSPECTUS (INCLUDING EACH
PRELIMINARY PROSPECTUS) INCLUDED IN THE REGISTRATION STATEMENT AND ANY AMENDMENT
OR SUPPLEMENT THERETO AS SUCH PERSON MAY REASONABLY REQUEST.
HOLDINGS CONSENTS,
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, TO THE USE OF THE PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO INCLUDED IN THE REGISTRATION STATEMENT BY EACH
OF THE REGISTERING PARTIES IN CONNECTION WITH THE OFFERING AND SALE OF THE
REGISTERED SECURITIES COVERED BY SUCH PROSPECTUS OR ANY SUCH AMENDMENT OR
SUPPLEMENT.
(VI)
PRIOR TO ANY PUBLIC OFFERING OF THE REGISTERED
SECURITIES, PURSUANT TO ANY REGISTRATION STATEMENT, HOLDINGS SHALL REGISTER OR
QUALIFY OR COOPERATE WITH THE REGISTERING PARTIES AND THEIR RESPECTIVE COUNSEL
IN CONNECTION WITH THE REGISTRATION OR QUALIFICATION OF THE REGISTERED
SECURITIES COVERED THEREBY FOR OFFER AND SALE UNDER THE SECURITIES OR "BLUE SKY"
LAWS OF SUCH STATES OF THE UNITED STATES AS ANY REGISTERING PARTY REASONABLY
REQUESTS IN WRITING AND DO ANY AND ALL OTHER ACTS OR THINGS NECESSARY OR
ADVISABLE TO ENABLE THE OFFER AND SALE IN SUCH JURISDICTIONS OF THE REGISTERED
SECURITIES COVERED BY SUCH REGISTRATION
24
Statement; provided, however, that Holdings shall not be required to (A) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (B) take any action which would subject it to general service of process or
to taxation in any jurisdiction where it is not then so subject.
(VII)
HOLDINGS SHALL COOPERATE WITH THE REGISTERING
PARTIES TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES
REPRESENTING THE REGISTERED SECURITIES TO BE SOLD PURSUANT TO ANY REGISTRATION
STATEMENT FREE OF