SECTION 3 CONSTITUTE A REASONABLE ESTIMATE OF AND ARE INTENDED TO CONSTITUTE THE
SOLE DAMAGES THAT WILL BE SUFFERED BY HOLDERS OF TRANSFER RESTRICTED SECURITIES
BY REASON OF THE FAILURE OF (I) THE SHELF REGISTRATION STATEMENT OR THE EXCHANGE
OFFER REGISTRATION STATEMENT TO BE FILED, (II) THE SHELF REGISTRATION STATEMENT
TO REMAIN EFFECTIVE OR (III) THE EXCHANGE OFFER REGISTRATION STATEMENT TO BE
DECLARED EFFECTIVE AND THE REGISTERED EXCHANGE OFFER TO BE CONSUMMATED, IN EACH
CASE TO THE EXTENT REQUIRED BY THIS AGREEMENT.
4.
REGISTRATION PROCEDURES.
IN CONNECTION WITH ANY REGISTRATION STATEMENT, THE
FOLLOWING PROVISIONS SHALL APPLY:
(A)
THE COMPANY ON BEHALF OF ITSELF AND THE SUBSIDIARY GUARANTORS SHALL (I)
FURNISH TO EACH OF THE INITIAL PURCHASERS A COPY OF THE REGISTRATION STATEMENT
AND EACH AMENDMENT THEREOF AND EACH SUPPLEMENT (OTHER THAN REPORTS REQUIRED TO
BE FILED BY IT UNDER THE EXCHANGE ACT), IF ANY, TO THE PROSPECTUS INCLUDED
THEREIN AND SHALL USE ITS REASONABLE BEST EFFORTS TO REFLECT IN EACH SUCH
DOCUMENT, WHEN SO FILED WITH THE COMMISSION, SUCH COMMENTS AS ANY INITIAL
PURCHASER OR ANY HOLDER MAY REASONABLY PROPOSE; (II) INCLUDE THE INFORMATION SET
FORTH (A) IN ANNEX A HERETO ON THE COVER OF SUCH PROSPECTUS, (B) IN ANNEX B
HERETO IN THE "EXCHANGE OFFER PROCEDURES" SECTION AND THE "PURPOSE OF THE
EXCHANGE OFFER" SECTION OF SUCH PROSPECTUS, (C) IN ANNEX C HERETO IN THE "PLAN
OF DISTRIBUTION" SECTION OF THE PROSPECTUS FORMING A PART OF THE EXCHANGE OFFER
9
REGISTRATION STATEMENT AND (D) IN ANNEX D HERETO IN ANY LETTER OF TRANSMITTAL
DELIVERED PURSUANT TO THE REGISTERED EXCHANGE OFFER, IN EACH CASE SUBJECT TO ANY
CHANGES, ADDITIONS, DELETIONS OR MOVING OF SUCH DISCLOSURE REQUIRED BY THE SEC;
AND (III) IF REQUESTED BY AN INITIAL PURCHASER, INCLUDE THE INFORMATION REQUIRED
BY ITEMS 507 OR 508 OF REGULATION S-K, AS APPLICABLE, IN THE PROSPECTUS FORMING
PART OF THE EXCHANGE OFFER REGISTRATION STATEMENT.
(B)
THE COMPANY ON BEHALF OF ITSELF AND THE SUBSIDIARY GUARANTORS SHALL ADVISE
EACH OF THE INITIAL PURCHASERS, EACH EXCHANGING DEALER AND THE HOLDERS (IF
APPLICABLE) AND, IF REQUESTED BY ANY SUCH PERSON, CONFIRM SUCH ADVICE IN WRITING
(WHICH ADVICE PURSUANT TO CLAUSES (II)-(V) HEREOF SHALL BE ACCOMPANIED BY AN
INSTRUCTION TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE REQUISITE CHANGES
HAVE BEEN MADE):
(i) when any Registration Statement and any amendment thereto has been filed
with the Commission and when such Registration Statement or any post-effective
amendment thereto has become effective;
(ii) of any request by the Commission for amendments or supplements to any
Registration Statement or the prospectus included therein or for additional
information;
(iii) if known by the Company, of the issuance by the Commission of any stop
order suspending the effectiveness of any Registration Statement or the
initiation of any proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities or the Exchange Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding