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            Notes to consummate the disposition thereof in such jurisdictions;
            provided, however, that neither of the Issuers shall be required for
            any such purpose to (1) qualify as a foreign corporation or limited
            liability company, as the case may be, in any jurisdiction wherein
            it would not otherwise be required to qualify but for the
            requirements of this Section 3(c)(vi), (2) consent to general
            service of process in any such jurisdiction or (3) make any changes
            to its certificate of incorporation or by-laws (or other
            organizational document) or any agreement between it and holders of
            its ownership interests;

                     (vii) use their reasonable best efforts to obtain the
            consent or approval of each governmental agency or authority,
            whether federal, state or local, which may be required to effect the
            Exchange Offer Registration, the Exchange Offer and the offering and
            sale of Exchange Notes by broker-dealers during the Resale Period;

                     (viii) provide a CUSIP number for all Exchange Notes, not
            later than the applicable Effective Time;

                     (ix) comply with all applicable rules and regulations of
            the Commission, and make generally available to its securityholders
            as soon as practicable but no later than eighteen months after the
            effective date of such Exchange Offer Registration Statement, an
            earning statement of the Company and its subsidiaries complying with
            Section 11(a) of the Securities Act (including, at the option of the
            Company, Rule 158 thereunder).

            (d) In connection with the Issuers' obligations with respect to the
      Shelf Registration, if applicable, the Issuers shall, as soon as
      practicable (or as otherwise specified):

                     (i) prepare and file with the Commission within the time
            periods specified in Section 2(b), a Shelf Registration Statement on
            any form which may be utilized by the Issuers and which shall
            register all of the Registrable Securities for resale by the holders
            thereof in accordance with such method or methods of disposition as
            may be specified by such of the holders as, from time to time, may
            be Electing Holders and use their reasonable best efforts to cause
            such Shelf Registration Statement to become or be declared effective
            within the time periods specified in Section 2(b);

                     (ii) not less than 30 calendar days prior to the Effective
            Time of the Shelf Registration Statement, mail the Notice and
            Questionnaire to the holders of Registrable Securities; no holder
            shall be entitled to be named as a selling securityholder in the
            Shelf Registration Statement as of the Effective Time, and no holder
            shall be entitled to use the prospectus forming a part thereof for
            resales of Registrable Securities at any time, unless such holder
            has returned a completed and signed Notice and Questionnaire to the
            Issuers by the deadline for response set forth therein; provided,
            however, holders of Registrable Securities shall have at least 28