SECURITIES IN A LIKE AGGREGATE PRINCIPAL AMOUNT AND TO USE ITS COMMERCIALLY
REASONABLE EFFORTS TO CAUSE THE EXCHANGE OFFER REGISTRATION STATEMENT TO BE
DECLARED EFFECTIVE BY 315 DAYS AFTER THE DATE OF THIS AGREEMENT (THE
"EFFECTIVENESS TARGET DATE") AND TO HAVE SUCH REGISTRATION STATEMENT REMAIN
EFFECTIVE UNTIL THE CLOSING OF THE EXCHANGE OFFER.
THE
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ISSUER SHALL COMMENCE THE EXCHANGE OFFER AS PROMPTLY AS PRACTICABLE AFTER THE
EXCHANGE OFFER REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE SEC AND
USE ITS COMMERCIALLY REASONABLE EFFORTS TO HAVE THE EXCHANGE OFFER CONSUMMATED
NOT LATER THAN 45 DAYS AFTER THE EARLIER OF THE DATE ON WHICH THE EXCHANGE OFFER
REGISTRATION STATEMENT IS DECLARED EFFECTIVE AND THE EFFECTIVENESS TARGET DATE
(SUCH 45-DAY PERIOD BEING THE "EXCHANGE PERIOD").
The Issuer shall commence the Exchange Offer by mailing the related exchange
offer Prospectus and accompanying documents to each Holder stating, in addition
to such other disclosures as are required by applicable law:
(I)
THAT THE EXCHANGE OFFER IS BEING MADE
PURSUANT TO THIS REGISTRATION RIGHTS AGREEMENT AND THAT ALL REGISTRABLE
SECURITIES VALIDLY TENDERED WILL BE ACCEPTED FOR EXCHANGE;
(II)
THE DATE OF ACCEPTANCE FOR EXCHANGE (WHICH
SHALL BE A DATE AT LEAST 20 BUSINESS
DAYS (OR LONGER IF REQUIRED BY APPLICABLE
LAW) FROM THE DATE SUCH NOTICE IS MAILED (THE "EXCHANGE DATE");
(III)
THAT ANY REGISTRABLE SECURITY NOT TENDERED
BY A HOLDER WHO WAS ELIGIBLE TO PARTICIPATE IN THE EXCHANGE OFFER WILL REMAIN
OUTSTANDING AND CONTINUE TO ACCRUE INTEREST, BUT WILL NOT RETAIN ANY RIGHTS
UNDER THIS REGISTRATION RIGHTS AGREEMENT;
(IV)
THAT HOLDERS ELECTING TO HAVE A REGISTRABLE
SECURITY EXCHANGED PURSUANT TO THE EXCHANGE OFFER WILL BE REQUIRED TO SURRENDER
SUCH REGISTRABLE SECURITY, TOGETHER WITH THE ENCLOSED LETTERS OF TRANSMITTAL, TO
THE INSTITUTION AND AT THE ADDRESS (LOCATED IN THE BOROUGH OF MANHATTAN, THE
CITY OF NEW YORK) SPECIFIED IN THE NOTICE PRIOR TO THE CLOSE OF BUSINESS ON THE
EXCHANGE DATE; AND
(V)
THAT HOLDERS WILL BE ENTITLED TO WITHDRAW
THEIR ELECTION, NOT LATER THAN THE CLOSE OF BUSINESS, NEW YORK CITY TIME, ON THE
EXCHANGE DATE, BY SENDING TO THE INSTITUTION AND AT THE ADDRESS (LOCATED IN THE
BOROUGH OF MANHATTAN, THE CITY OF NEW YORK) SPECIFIED IN THE NOTICE, A FACSIMILE
TRANSMISSION OR LETTER SETTING FORTH THE NAME OF SUCH HOLDER, THE PRINCIPAL
AMOUNT OF REGISTRABLE SECURITIES DELIVERED FOR EXCHANGE AND A STATEMENT THAT
SUCH HOLDER IS WITHDRAWING HIS ELECTION TO HAVE SUCH SECURITIES EXCHANGED.
As soon as practicable after the Exchange Date, the Issuer shall:
(A)
ACCEPT FOR EXCHANGE REGISTRABLE SECURITIES OR
PORTIONS THEREOF VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PURSUANT TO THE
EXCHANGE OFFER; AND
(B)
DELIVER, OR CAUSE TO BE DELIVERED, TO THE
TRUSTEE FOR CANCELLATION ALL REGISTRABLE SECURITIES OR PORTIONS THEREOF SO
ACCEPTED FOR EXCHANGE BY THE ISSUER AND ISSUE,
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AND CAUSE THE TRUSTEE TO PROMPTLY AUTHENTICATE AND MAIL TO EACH HOLDER, AN
EXCHANGE SECURITY EQUAL IN PRINCIPAL AMOUNT TO THE PRINCIPAL AMOUNT OF THE
REGISTRABLE SECURITIES SURRENDERED BY SUCH HOLDER; PROVIDED, HOWEVER, THAT, IN
THE