OR PROSPECTUS OR FOR ADDITIONAL INFORMATION AFTER THE REGISTRATION
STATEMENT HAS BECOME EFFECTIVE, (3) OF THE ISSUANCE BY THE SEC OR ANY STATE
SECURITIES AUTHORITY OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF A
REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE,
INCLUDING THE RECEIPT BY THE COMPANY OF ANY NOTICE OF OBJECTION OF THE SEC TO
THE USE OF A SHELF REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT
THERETO PURSUANT TO RULE 401(G)(2) UNDER THE SECURITIES ACT, (4) IF, BETWEEN THE
APPLICABLE EFFECTIVE DATE OF A SHELF REGISTRATION STATEMENT AND THE CLOSING OF
ANY SALE OF REGISTRABLE SECURITIES COVERED THEREBY, THE REPRESENTATIONS AND
WARRANTIES OF THE
10
COMPANY OR ANY GUARANTOR CONTAINED IN ANY UNDERWRITING AGREEMENT, SECURITIES
SALES AGREEMENT OR OTHER SIMILAR AGREEMENT, IF ANY, RELATING TO THE OFFERING OF
SUCH REGISTRABLE SECURITIES CEASE TO BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS OR IF THE COMPANY OR ANY GUARANTOR RECEIVES ANY NOTIFICATION WITH
RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE REGISTRABLE SECURITIES FOR
SALE IN ANY JURISDICTION OR THE INITIATION OF ANY PROCEEDING FOR SUCH PURPOSE,
(5) OF THE HAPPENING OF ANY EVENT DURING THE PERIOD A REGISTRATION STATEMENT IS
EFFECTIVE THAT MAKES ANY STATEMENT MADE IN SUCH REGISTRATION STATEMENT OR THE
RELATED PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR THAT REQUIRES THE MAKING OF
ANY CHANGES IN SUCH REGISTRATION STATEMENT OR PROSPECTUS IN ORDER TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING IN ANY MATERIAL RESPECT AND (6) OF ANY
DETERMINATION BY THE COMPANY OR ANY GUARANTOR THAT A POST-EFFECTIVE AMENDMENT TO
A REGISTRATION STATEMENT OR ANY AMENDMENT OR SUPPLEMENT TO THE PROSPECTUS WOULD
BE APPROPRIATE;
(VI)
USE THEIR REASONABLE BEST EFFORTS TO OBTAIN THE WITHDRAWAL OF ANY
ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR, IN THE CASE
OF A SHELF REGISTRATION, THE RESOLUTION OF ANY OBJECTION OF THE SEC PURSUANT TO
RULE 401(G)(2), INCLUDING BY FILING AN AMENDMENT TO SUCH SHELF REGISTRATION
STATEMENT ON THE PROPER FORM, AT THE EARLIEST POSSIBLE MOMENT AND PROVIDE PROMPT
NOTICE TO EACH HOLDER OF THE WITHDRAWAL OF ANY SUCH ORDER OR SUCH RESOLUTION;
(VII)
IN THE CASE OF A SHELF REGISTRATION, FURNISH TO EACH HOLDER OF
REGISTRABLE SECURITIES, WITHOUT CHARGE, AT LEAST ONE CONFORMED COPY OF EACH
REGISTRATION STATEMENT AND ANY POST-EFFECTIVE AMENDMENT THERETO (WITHOUT ANY
DOCUMENTS INCORPORATED THEREIN BY REFERENCE OR EXHIBITS THERETO, UNLESS
REQUESTED);
(VIII)
IN THE CASE OF A SHELF REGISTRATION, COOPERATE WITH THE HOLDERS OF
REGISTRABLE SECURITIES TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF
CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE SOLD AND NOT BEARING ANY
RESTRICTIVE LEGENDS AND ENABLE SUCH REGISTRABLE SECURITIES TO BE ISSUED IN SUCH
DENOMINATIONS AND REGISTERED IN SUCH NAMES (CONSISTENT WITH THE PROVISIONS OF
THE INDENTURE) AS SUCH HOLDERS MAY REASONABLY REQUEST AT LEAST TWO BUSINESS DAYS
PRIOR TO THE CLOSING OF ANY SALE OF REGISTRABLE SECURITIES;
(IX)
IN THE CASE OF A SHELF REGISTRATION, UPON THE OCCURRENCE OF ANY
EVENT CONTEMPLATED BY SECTION 3(A)(V)(5) HEREOF, USE THEIR REASONABLE BEST
EFFORTS TO PREPARE AND FILE