ISSUER'S OBLIGATIONS UNDER
SECTION 2(A) AND SECTION 2(B) HEREOF.
(F)
NO HOLDER OF REGISTRABLE SECURITIES MAY
INCLUDE ANY OF ITS REGISTRABLE SECURITIES IN ANY SHELF REGISTRATION UNLESS AND
UNTIL SUCH HOLDER FURNISHES TO THE ISSUER, IN WRITING WITHIN 15 DAYS AFTER
RECEIPT OF A REQUEST THEREFOR, THE INFORMATION WITH RESPECT TO SUCH HOLDER
SPECIFIED IN REGULATION S-K UNDER THE 1933 ACT AND ANY OTHER APPLICABLE RULES,
REGULATIONS OR POLICIES OF THE SEC FOR USE IN CONNECTION WITH ANY SHELF
REGISTRATION OR PROSPECTUS INCLUDED THEREIN, ON A FORM TO BE PROVIDED BY THE
ISSUER. EACH SELLING HOLDER AGREES TO FURNISH PROMPTLY TO THE ISSUER ADDITIONAL
INFORMATION TO BE DISCLOSED SO THAT THE INFORMATION PREVIOUSLY FURNISHED TO THE
ISSUER BY SUCH HOLDER DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING. NO HOLDER OF REGISTRABLE SECURITIES
SHALL BE ENTITLED TO ADDITIONAL INTEREST PURSUANT TO SECTION 2(D) HEREOF UNLESS
AND UNTIL SUCH HOLDER SHALL HAVE PROVIDED ALL SUCH INFORMATION.
(G)
THE ISSUER MAY DELAY THE FILING OR THE
EFFECTIVENESS OF AN EXCHANGE OFFER REGISTRATION STATEMENT OR A SHELF
REGISTRATION STATEMENT (INCLUDING ANY POST-EFFECTIVE AMENDMENT THERETO) FOR A
PERIOD OF UP TO 30 DAYS DURING ANY 90 DAY PERIOD IF (I) THERE OCCUR MATERIAL
EVENTS OR DEVELOPMENTS WITH RESPECT TO THE ISSUER THAT WOULD NEED TO BE
DESCRIBED IN
10
such Registration Statement or the related Prospectus, and the effectiveness of
such Registration Statement is reasonably required to be suspended while such
Registration Statement and related Prospectus are amended or supplemented to
reflect such events or developments, (ii) there occur material events or
developments with respect to the Issuer or any of its Affiliates, the disclosure
of which the Issuer determines in good faith would have a material adverse
effect on the business, operations or prospects of the Issuer, or (iii) the
Issuer does not wish to disclose publicly a pending material business
transaction that has not yet been publicly disclosed; provided, however, that
any delay period with respect to Registration Defaults arising under this
Section 2(g) will not alter the obligations of the Issuer to pay Additional
Interest with respect to a Registration Default subject to the limitations and
exceptions set forth in Section 2(d) above.
(H)
ADDITIONAL INTEREST DUE ON THE SECURITIES
PURSUANT TO SECTION 2(D) HEREOF WILL BE PAYABLE IN CASH SEMIANNUALLY IN ARREARS
ON THE SAME INTEREST PAYMENT DATES AS THE SECURITIES, COMMENCING WITH THE FIRST
INTEREST PAYMENT DATE OCCURRING AFTER ANY SUCH ADDITIONAL INTEREST COMMENCES TO
ACCRUE.
3.
REGISTRATION PROCEDURES.
In connection with the obligations of the Issuer with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Issuer shall:
(a)
prepare and file with the SEC a
Registration Statement on the appropriate form under the 1933 Act, which form
(x) shall be selected by the Issuer and (y) shall, in the case of a Shelf
Registration, be available for the