be immediately freely transferable by BofA under Rule
144(k) under the Securities Act of 1933, as amended (the "Securities Act")
(other than as a result of BofA being an affiliate, as such term is used in the
Securities Act and the rules and regulations thereunder, of Issuer), then the
provisions set forth in this Section 8(b) shall apply. At the election 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