to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum additional interest rate
of $.50 per week per $1,000 principal amount of Transfer Restricted Securities.
Such Additional Interest will be in addition to any other interest payable from
time to time with respect to the Transfer Restricted Securities.
All accrued Additional Interest shall be paid to the Holders entitled thereto,
in the manner provided for the payment of interest in the Indenture, on each
interest payment date, as more fully set forth in the Indenture and the
Securities.
Notwithstanding the fact that any Securities for which Additional
Interest are due cease to be Transfer Restricted Securities, all
9
obligations of the Issuers to pay Additional Interest with respect to Securities
shall survive until such time as such obligations with respect to such
Securities shall have been satisfied in full.
An Exchange Offer Registration Statement pursuant to Section 2(a) or a Shelf
Registration Statement pursuant to Section 2(b) will not be deemed to have
become effective unless it has been declared effective by the SEC.
(F)
ADDITIONAL REMEDIES.
WITHOUT LIMITING
THE REMEDIES AVAILABLE TO THE INITIAL PURCHASERS AND THE HOLDERS, THE ISSUERS
AND THE GUARANTORS ACKNOWLEDGE THAT ANY FAILURE BY THE ISSUERS OR ANY OF THE
GUARANTORS TO COMPLY WITH THEIR OBLIGATIONS UNDER SECTION 2(A) AND
SECTION 2(B) MAY RESULT IN MATERIAL IRREPARABLE INJURY TO THE INITIAL PURCHASERS
OR THE HOLDERS FOR WHICH THERE IS NO ADEQUATE REMEDY AT LAW, THAT IT WILL NOT BE
POSSIBLE TO MEASURE DAMAGES FOR SUCH INJURIES PRECISELY AND THAT, IN THE EVENT
OF ANY SUCH FAILURE, THE INITIAL PURCHASERS OR ANY HOLDER MAY OBTAIN SUCH RELIEF
AS MAY BE REQUIRED TO SPECIFICALLY ENFORCE THE ISSUERS' AND THE GUARANTORS' (AS
APPLICABLE) OBLIGATIONS UNDER SECTION 2(A) AND SECTION 2(B).
3.
Registration Procedures.
In connection
with their obligations pursuant to Section 2(a) and Section 2(b), the Issuers
and the Guarantors shall as expeditiously as possible:
(A)
PREPARE AND FILE WITH THE SEC A
REGISTRATION STATEMENT ON THE APPROPRIATE FORM UNDER THE SECURITIES ACT, WHICH
FORM (I) SHALL BE SELECTED BY THE ISSUERS AND THE GUARANTORS, (II) SHALL, IN THE
CASE OF A SHELF REGISTRATION, BE AVAILABLE FOR THE SALE OF THE TRANSFER
RESTRICTED SECURITIES BY THE SELLING HOLDERS THEREOF AND (III) SHALL COMPLY AS
TO FORM IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE APPLICABLE FORM
AND INCLUDE ALL FINANCIAL STATEMENTS REQUIRED BY THE SEC TO BE FILED THEREWITH;
AND USE THEIR RESPECTIVE COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE AND REMAIN EFFECTIVE FOR THE
APPLICABLE PERIOD IN ACCORDANCE WITH SECTION 2 AND SECTION 5;
(B)
PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO EACH REGISTRATION STATEMENT AS MAY
BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR THE APPLICABLE
PERIOD IN ACCORDANCE WITH SECTION 2 AND SECTION 5 AND CAUSE EACH PROSPECTUS TO
BE SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT AND, AS SO SUPPLEMENTED,
TO BE FILED PURSUANT TO RULE 424