SUCH RULES, INCLUDING, WITHOUT LIMITATION, BY (I) IF
SUCH RULES, INCLUDING RULE 2720, SHALL SO REQUIRE, CHOOSING AND ENGAGING A
"QUALIFIED INDEPENDENT UNDERWRITER" (AS DEFINED IN RULE 2720) TO PARTICIPATE IN
THE PREPARATION OF THE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES, TO
EXERCISE USUAL STANDARDS OF DUE DILIGENCE IN RESPECT THERETO AND, IF ANY PORTION
OF THE OFFERING CONTEMPLATED BY SUCH REGISTRATION STATEMENT IS AN UNDERWRITTEN
OFFERING OR IS MADE THROUGH A PLACEMENT OR SALES AGENT, TO RECOMMEND THE YIELD
OF SUCH SECURITIES, (II) INDEMNIFYING ANY SUCH QUALIFIED INDEPENDENT UNDERWRITER
TO THE EXTENT OF THE INDEMNIFICATION OF UNDERWRITERS PROVIDED IN SECTION 6
HEREOF AND (III) PROVIDING SUCH INFORMATION TO SUCH BROKER-DEALER AS MAY BE
REQUIRED IN ORDER FOR SUCH BROKER-DEALER TO COMPLY WITH THE REQUIREMENTS OF THE
RULES.
(V)
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL OTHER
STEPS REASONABLY NECESSARY TO EFFECT THE REGISTRATION OF THE SECURITIES COVERED
BY A REGISTRATION STATEMENT CONTEMPLATED HEREBY.
4.
MARKET-MAKING.
(A)
FOR SO LONG AS ANY OF THE SECURITIES ARE OUTSTANDING AND ANY OF CIBC WORLD
MARKETS CORP. OR BEAR, STEARNS & CO. INC. (EACH IN SUCH CAPACITY, A
"MARKET-MAKER" AND COLLECTIVELY, THE "MARKET MAKERS") OR ANY OF THEIR RESPECTIVE
AFFILIATES (AS DEFINED IN THE RULES AND REGULATIONS OF THE COMMISSION) OWNS ANY
EQUITY SECURITIES OF THE COMPANY OR ITS AFFILIATES AND PROPOSES TO MAKE A MARKET
IN THE SECURITIES AS PART OF ITS BUSINESS IN THE ORDINARY COURSE, THE FOLLOWING
PROVISIONS SHALL APPLY FOR THE SOLE BENEFIT OF EACH OF THE MARKET-MAKERS:
(I)
THE COMPANY SHALL (A) ON THE DATE THAT THE EXCHANGE OFFER REGISTRATION
STATEMENT IS FILED WITH THE COMMISSION, FILE A REGISTRATION STATEMENT (THE
"MARKET-MAKING REGISTRATION STATEMENT") (WHICH MAY BE THE EXCHANGE OFFER
REGISTRATION STATEMENT OR THE SHELF REGISTRATION STATEMENT IF PERMITTED BY THE
RULES AND REGULATIONS OF THE COMMISSION) AND USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CAUSE SUCH MARKET-MAKING REGISTRATION STATEMENT TO BE DECLARED
EFFECTIVE BY THE COMMISSION ON OR PRIOR TO
10
THE CONSUMMATION OF THE EXCHANGE OFFER; (B) PERIODICALLY AMEND SUCH
MARKET-MAKING REGISTRATION STATEMENT SO THAT THE INFORMATION CONTAINED THEREIN
COMPLIES WITH THE REQUIREMENTS OF SECTION 10(A) UNDER THE SECURITIES ACT; (C)
AMEND THE MARKET-MAKING REGISTRATION STATEMENT OR SUPPLEMENT THE RELATED
PROSPECTUS WHEN NECESSARY TO REFLECT ANY MATERIAL CHANGES IN THE INFORMATION
PROVIDED THEREIN; AND (D) AMEND THE MARKET-MAKING REGISTRATION STATEMENT WHEN
REQUIRED TO DO SO IN ORDER TO COMPLY WITH SECTION 10(A)(3) OF THE SECURITIES
ACT; PROVIDED, HOWEVER, THAT (1) PRIOR TO FILING THE MARKET-MAKING REGISTRATION
STATEMENT, ANY AMENDMENT THERETO OR ANY SUPPLEMENT TO THE RELATED PROSPECTUS,
THE COMPANY WILL FURNISH TO THE MARKET-MAKERS COPIES OF ALL SUCH DOCUMENTS
PROPOSED TO BE FILED, WHICH DOCUMENTS WILL BE SUBJECT TO THE REVIEW OF THE
MARKET-MAKERS AND THEIR COUNSEL, (2) THE COMPANY WILL NOT FILE THE MARKET-MAKING
REGISTRATION STATEMENT, ANY AMENDMENT THERETO OR ANY SUPPLEMENT TO THE RELATED
PROSPECTUS TO WHICH EITHER OF THE MARKET-MAKERS OR THEIR COUNSEL SHALL
REASONABLY OBJECT UNLESS THE COMPANY IS ADVISED BY COUNSEL THAT SUCH
MARKET-MAKING REGISTRATION STATEMENT, AMENDMENT