EVENT OF AN UNDERWRITER'S CUTBACK IN CONNECTION WITH A
REGISTRATION PURSUANT TO THIS SECTION 4.2, SUCH UNDERWRITER'S CUTBACK SHALL
FIRST BE APPLIED IN RESPECT OF SUCH SHARES OWNED BY OTHERS, THEN IN RESPECT OF
THE SHARES TO BE INCLUDED BY HOLDINGS, PURSUANT TO THIS SECTION 4.2(E) AND
LASTLY IN RESPECT OF THE DEMAND SECURITIES.
4.3
COVENANTS WITH RESPECT TO REGISTRATION.
In connection with any registration under Section 4.1 or 4.2 hereof, as
applicable, Holdings covenants and agrees as follows:
(A)
HOLDINGS SHALL PREPARE AND USE COMMERCIALLY REASONABLE EFFORTS TO, NOT
LATER THAN SIXTY (60) DAYS AFTER (OR IF THE SIXTIETH (60TH) DAY IS NOT A
BUSINESS DAY, THE FIRST BUSINESS DAY THEREAFTER) OF DELIVERY OF ANY DEMAND
THEREFOR, TO CAUSE SUCH DEMAND REGISTRATION STATEMENT TO BECOME EFFECTIVE UNDER
THE ACT WITHIN ONE HUNDRED FIFTY DAYS (150) DAYS (OR IF THE ONE HUNDRED FIFTIETH
(150TH) DAY IS NOT A BUSINESS DAY, THE FIRST BUSINESS DAY THEREAFTER) AFTER
DEMAND THEREFOR AND SHALL KEEP THE DEMAND REGISTRATION STATEMENT EFFECTIVE FOR
NOT LESS THAN NINE MONTHS AFTER THE DATE ON WHICH NOTICE OF THE EFFECTIVENESS
THEREOF IS RECEIVED (SUCH PERIOD BEING CALLED THE "DEMAND REGISTRATION PERIOD"),
AND SHALL FURNISH HOLDERS OF DEMAND SECURITIES SUCH NUMBER OF PROSPECTUSES AS
SHALL REASONABLY BE REQUESTED.
(B)
HOLDINGS SHALL PAY ALL COSTS (INCLUDING FEES AND EXPENSES OF ONE COUNSEL TO
THE REGISTERING PARTIES, SELECTED IN ACCORDANCE WITH SECTION 4.5 BELOW, IF
APPLICABLE, BUT EXCLUDING ANY UNDERWRITING OR SELLING COMMISSIONS OR DISCOUNTS
OR OTHER CHARGES OF ANY BROKER-DEALER ACTING ON BEHALF OF ANY HOLDER OF DEMAND
SECURITIES), FEES AND EXPENSES IN CONNECTION WITH ALL REGISTRATION STATEMENTS
FILED PURSUANT TO SECTIONS 4.1 AND 4.2 HEREOF AND OFFERS AND SALES PURSUANT
THERETO INCLUDING, WITHOUT LIMITATION, HOLDINGS' LEGAL AND ACCOUNTING FEES,
PRINTING EXPENSES, BLUE SKY FEES AND EXPENSES, REGISTRATION FEES, FILING FEES
AND LISTING FEES.
(C)
IN CONNECTION WITH ANY REGISTRATION CONTEMPLATED BY SECTION 4.1 OR 4.2
HEREOF, THE FOLLOWING PROVISIONS SHALL APPLY:
(I)
HOLDINGS SHALL (A) FURNISH TO THE
REGISTERING PARTIES, PRIOR TO THE FILING OF A REGISTRATION STATEMENT WITH THE
COMMISSION, A COPY OF THE REGISTRATION STATEMENT AND EACH AMENDMENT THERETO
(INCLUDING ANY INCORPORATED DOCUMENTS) AND EACH SUPPLEMENT, IF ANY, TO THE
PROSPECTUS INCLUDED THEREIN AND ANY DOCUMENT THAT IS FILED AFTER THE FILING OF
THE REGISTRATION STATEMENT AND THAT IS INCORPORATED OR WOULD BE DEEMED
INCORPORATED BY REFERENCE THEREIN, AND (B) INCLUDE THE NAMES OF THE REGISTERING
PARTIES WHO PROPOSE TO SELL SECURITIES PURSUANT TO THE REGISTRATION STATEMENT AS
SELLING SECURITY HOLDERS.
(II)
HOLDINGS SHALL PROMPTLY GIVE WRITTEN
NOTICE TO EACH REGISTERING PARTY:
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(A) when the Registration Statement or any amendment thereto has been filed with
the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;
(B) OF ANY REQUEST BY THE COMMISSION OR OTHER GOVERNMENTAL AUTHORITY FOR
AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT OR THE PROSPECTUS
INCLUDED THEREIN OR FOR ADDITIONAL INFORMATION;
(C) OF THE ISSUANCE BY THE COMMISSION OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT