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            tion thereof in such jurisdictions; provided, however, that none 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 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