of Issuer by notice to BofA
within one Exchange Business Day after the relevant delivery obligation arises,
but in any event at least one Exchange Business Day prior to the date on which
such delivery obligation is due, either (A) all Delivered Securities delivered
by Issuer to BofA shall be, at the time of such delivery, covered by an
effective registration statement of Issuer for immediate resale by BofA (such
registration statement and the corresponding prospectus (the "Prospectus")
(including, without limitation, any sections describing the plan of
distribution) in form and content commercially reasonably satisfactory to BofA)
or (B) Issuer shall deliver additional Delivered Securities so that the value of
such Delivered Securities, as determined by the Calculation Agent to reflect an
appropriate liquidity discount, equals the value of the number of Delivered
Securities that would otherwise be deliverable if such Delivered Securities were
freely tradeable (without prospectus delivery) upon receipt by BofA (such value,
the "Freely Tradeable Value"); provided that Issuer may not make the election
described in this clause (B) if, on the date of its election, it has taken, or
caused to be taken, any action that would make unavailable either the exemption
pursuant to Section 4(2) of the Securities Act for the delivery by Issuer to
BofA (or any affiliate designated by BofA) of the Delivered Securities or the
exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for
resales of the Delivered Securities by BofA (or any such affiliate of BofA).
(For the avoidance of doubt, as used in this paragraph (b) only, the term
"Issuer" shall mean the issuer of the relevant securities, as the context shall
require.)
(ii) If Issuer makes the election described in clause (b)(i)(A) above:
(A) BofA (or an Affiliate of BofA designated by BofA) shall be afforded a
reasonable opportunity to conduct a due diligence investigation with respect to
Issuer that is customary in scope for underwritten offerings of equity
securities and that yields results that are commercially reasonably satisfactory
to BofA or such Affiliate, as the case may be, in its discretion; and
(B) BofA (or an Affiliate of BofA designated by BofA) and Issuer shall enter
into an agreement (a "Registration Agreement") on commercially reasonable terms
in connection with the public resale of such Delivered Securities by BofA or
such Affiliate substantially similar to underwriting agreements customary for
underwritten offerings of equity securities, in form and substance commercially
reasonably satisfactory to BofA or such Affiliate and Issuer, which Registration
Agreement shall include, without limitation, provisions substantially similar to
those contained in such underwriting agreements relating to the indemnification
of, and contribution in connection with the liability of, BofA and its
Affiliates and Issuer, shall provide for the payment by Issuer of all expenses
in connection with such resale, including all registration costs and all fees
and expenses of counsel for BofA, and shall provide for the delivery of
accountants' "comfort letters" to BofA or such Affiliate with respect to the
financial statements and certain