TO
THE HOLDERS, THE COMPANY AND THE GUARANTORS ACKNOWLEDGE THAT ANY FAILURE BY THE
COMPANY OR THE GUARANTORS TO COMPLY WITH THEIR OBLIGATIONS UNDER
SECTION 2(A) AND SECTION 2(B) HEREOF MAY RESULT IN MATERIAL IRREPARABLE INJURY
TO THE HOLDERS FOR WHICH THERE IS NO ADEQUATE REMEDY AT LAW, THAT IT WILL NOT BE
POSSIBLE TO MEASURE DAMAGES FOR SUCH INJURIES PRECISELY AND THAT, IN THE EVENT
OF ANY SUCH FAILURE, THE HOLDERS MAY OBTAIN SUCH RELIEF AS MAY BE REQUIRED TO
SPECIFICALLY ENFORCE THE COMPANY'S AND THE GUARANTORS' OBLIGATIONS UNDER
SECTION 2(A) AND SECTION 2(B) HEREOF.
(F)
THE COMPANY REPRESENTS, WARRANTS AND
COVENANTS THAT IT (INCLUDING ITS AGENTS AND REPRESENTATIVES) WILL NOT PREPARE,
MAKE, USE, AUTHORIZE, APPROVE OR REFER TO ANY FREE WRITING PROSPECTUS.
3.
Registration Procedures.
(A)
IN CONNECTION WITH THEIR OBLIGATIONS
PURSUANT TO SECTION 2(A) AND SECTION 2(B) HEREOF, THE COMPANY AND THE GUARANTORS
SHALL AS EXPEDITIOUSLY AS POSSIBLE (PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT BE REQUIRED TO TAKE ACTIONS MORE PROMPTLY THAN REQUIRED BY SECTIONS 2(A) AND
2(B)):
(I)
PREPARE AND FILE WITH THE SEC A
REGISTRATION STATEMENT ON THE APPROPRIATE FORM UNDER THE SECURITIES ACT, WHICH
FORM (X) SHALL BE SELECTED BY THE COMPANY AND THE GUARANTORS, (Y) SHALL, IN THE
CASE OF A SHELF REGISTRATION, BE AVAILABLE FOR THE SALE OF THE REGISTRABLE
SECURITIES BY THE HOLDERS THEREOF AND (Z) SHALL COMPLY AS TO FORM IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE APPLICABLE FORM AND INCLUDE ALL
FINANCIAL STATEMENTS REQUIRED BY THE SEC TO BE FILED THEREWITH; AND USE THEIR
REASONABLE BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE
AND REMAIN EFFECTIVE FOR THE APPLICABLE PERIOD IN ACCORDANCE WITH SECTION 2
HEREOF;
(II)
PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO EACH REGISTRATION STATEMENT AS MAY
BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR THE APPLICABLE
PERIOD IN ACCORDANCE WITH SECTION 2 HEREOF AND CAUSE EACH PROSPECTUS TO BE
SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT AND, AS
8
SO SUPPLEMENTED, TO BE FILED PURSUANT TO RULE 424 UNDER THE SECURITIES ACT; AND
KEEP EACH PROSPECTUS CURRENT DURING THE PERIOD DESCRIBED IN SECTION 4(3) OF AND
RULE 174 UNDER THE SECURITIES ACT THAT IS APPLICABLE TO TRANSACTIONS BY BROKERS
OR DEALERS WITH RESPECT TO THE REGISTRABLE SECURITIES OR EXCHANGE SECURITIES;
(III)
IN THE CASE OF A SHELF REGISTRATION, FURNISH
TO EACH HOLDER OF REGISTRABLE SECURITIES LISTED IN THE SHELF REGISTRATION
STATEMENT AND THE RELATED PROSPECTUS, TO COUNSEL FOR SUCH HOLDERS AND TO EACH
UNDERWRITER OF AN UNDERWRITTEN OFFERING OF REGISTRABLE SECURITIES, IF ANY,
WITHOUT CHARGE, AS MANY COPIES OF EACH PROSPECTUS OR PRELIMINARY PROSPECTUS, AND
ANY AMENDMENT OR SUPPLEMENT THERETO, AS SUCH HOLDER, COUNSEL OR UNDERWRITER MAY
REASONABLY REQUEST IN ORDER TO FACILITATE THE SALE OR OTHER DISPOSITION OF THE
REGISTRABLE SECURITIES THEREUNDER; AND THE COMPANY AND THE GUARANTORS CONSENT TO
THE USE OF SUCH PROSPECTUS, PRELIMINARY PROSPECTUS AND ANY AMENDMENT OR
SUPPLEMENT THERETO IN ACCORDANCE WITH APPLICABLE LAW BY EACH OF THE HOLDERS OF