STATEMENT AND RULE 415 UNDER THE SECURITIES ACT (HEREINAFTER,
THE "SHELF REGISTRATION"); PROVIDED, HOWEVER, THAT NO HOLDER (OTHER THAN AN
INITIAL PURCHASER) SHALL BE ENTITLED TO HAVE THE SECURITIES HELD BY IT
4
COVERED BY SUCH SHELF REGISTRATION STATEMENT UNLESS SUCH HOLDER AGREES IN
WRITING TO BE BOUND BY ALL THE PROVISIONS OF THIS AGREEMENT APPLICABLE TO SUCH
HOLDER.
(B)
THE COMPANY SHALL USE ITS BEST COMMERCIALLY REASONABLE EFFORTS TO KEEP THE
SHELF REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE IN ORDER TO PERMIT THE
PROSPECTUS INCLUDED THEREIN TO BE LAWFULLY DELIVERED BY THE HOLDERS OF THE
RELEVANT SECURITIES, FOR A PERIOD OF TWO YEARS (OR FOR SUCH LONGER PERIOD IF
EXTENDED PURSUANT TO SECTION 3(J) BELOW) FROM THE DATE OF ITS EFFECTIVENESS OR
SUCH SHORTER PERIOD THAT WILL TERMINATE WHEN ALL THE SECURITIES COVERED BY THE
SHELF REGISTRATION STATEMENT (I) HAVE BEEN SOLD PURSUANT THERETO OR (II) ARE NO
LONGER RESTRICTED SECURITIES (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT,
OR ANY SUCCESSOR RULE THEREOF).
THE COMPANY SHALL BE DEEMED NOT TO HAVE USED
ITS BEST COMMERCIALLY REASONABLE EFFORTS TO KEEP THE SHELF REGISTRATION
STATEMENT EFFECTIVE DURING THE REQUISITE PERIOD IF IT VOLUNTARILY TAKES ANY
ACTION THAT WOULD RESULT IN HOLDERS OF SECURITIES COVERED THEREBY NOT BEING ABLE
TO OFFER AND SELL SUCH SECURITIES DURING THAT PERIOD, UNLESS SUCH ACTION IS
REQUIRED BY APPLICABLE LAW.
(C)
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, THE
COMPANY SHALL CAUSE THE SHELF REGISTRATION STATEMENT AND THE RELATED PROSPECTUS
AND ANY AMENDMENT OR SUPPLEMENT THERETO, AS OF THE EFFECTIVE DATE OF THE SHELF
REGISTRATION STATEMENT, AMENDMENT OR SUPPLEMENT, (I) TO COMPLY IN ALL MATERIAL
RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE SECURITIES ACT AND THE RULES
AND REGULATIONS OF THE COMMISSION AND (II) NOT TO CONTAIN ANY UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
3.
REGISTRATION PROCEDURES.
IN CONNECTION WITH ANY SHELF REGISTRATION
CONTEMPLATED BY SECTION 2 HEREOF AND, TO THE EXTENT APPLICABLE, ANY REGISTERED
EXCHANGE OFFER CONTEMPLATED BY SECTION 1 HEREOF, THE FOLLOWING PROVISIONS SHALL
APPLY:
(A)
THE COMPANY SHALL (I) FURNISH TO EACH INITIAL PURCHASER, PRIOR TO THE
FILING THEREOF WITH THE COMMISSION, A COPY OF THE REGISTRATION STATEMENT AND
EACH AMENDMENT THEREOF AND EACH SUPPLEMENT, IF ANY, TO THE PROSPECTUS INCLUDED
THEREIN AND, IN THE EVENT THAT AN INITIAL PURCHASER (WITH RESPECT TO ANY PORTION
OF AN UNSOLD ALLOTMENT FROM THE ORIGINAL OFFERING) IS PARTICIPATING IN THE
REGISTERED EXCHANGE OFFER OR THE SHELF REGISTRATION STATEMENT, THE COMPANY SHALL
USE ITS BEST COMMERCIALLY REASONABLE EFFORTS TO REFLECT IN EACH SUCH DOCUMENT,
WHEN SO FILED WITH THE COMMISSION, SUCH COMMENTS AS SUCH INITIAL PURCHASER
REASONABLY MAY PROPOSE; (II) INCLUDE THE INFORMATION SET FORTH IN ANNEX A HERETO
ON THE COVER, IN ANNEX B HERETO IN THE "EXCHANGE OFFER PROCEDURES" SECTION AND
THE "PURPOSE OF THE EXCHANGE OFFER" SECTION