WITH THIS SECTION 2(D) AND SECTION 3(I). EACH
HOLDER WISHING TO SELL REGISTRABLE SECURITIES PURSUANT TO A SHELF REGISTRATION
STATEMENT AND RELATED PROSPECTUS AGREES TO DELIVER AT LEAST THREE (3) BUSINESS
DAYS PRIOR TO ANY INTENDED DISTRIBUTION OF REGISTRABLE SECURITIES UNDER THE
SHELF REGISTRATION STATEMENT SUCH INFORMATION REGARDING SUCH HOLDER, THE
REGISTRABLE SECURITIES HELD BY SUCH HOLDER AND SUCH HOLDER'S INTENDED PLAN OF
DISTRIBUTION AS THE COMPANY SHALL REASONABLY REQUEST AND AS SHALL BE REQUIRED BY
APPLICABLE SECURITIES LAWS IN ORDER TO EFFECT ANY REGISTRATION BY THE COMPANY
PURSUANT TO THIS AGREEMENT (A "NOTICE AND QUESTIONNAIRE"); PROVIDED, THAT A
HOLDER SHALL NOT BE REQUIRED TO DELIVER SUCH NOTICE AND QUESTIONNAIRE PRIOR TO
ANY SUCH INTENDED DISTRIBUTION TO THE EXTENT IT HAS PREVIOUSLY PROVIDED A NOTICE
AND QUESTIONNAIRE AND OTHERWISE IS IN COMPLIANCE WITH ITS OBLIGATIONS SET FORTH
IN SECTION 4 BELOW. THE COMPANY WILL PROVIDE ANY DESIRED NOTICE AND
QUESTIONNAIRE TO THE PURCHASER WITHIN 10 DAYS OF THE ISSUE DATE AND WITHIN 10
DAYS OF A REQUEST FROM ANY OTHER HOLDER. FROM AND AFTER THE DATE THE INITIAL
SHELF REGISTRATION STATEMENT IS DECLARED EFFECTIVE, THE COMPANY SHALL, AS
PROMPTLY AS PRACTICABLE AFTER THE DATE A NOTICE AND QUESTIONNAIRE IS DELIVERED,
AND IN ANY EVENT UPON THE LATER OF (X) TEN (10) BUSINESS DAYS AFTER SUCH DATE
(BUT NO EARLIER THAN TEN (10) BUSINESS DAYS AFTER EFFECTIVENESS) OR (Y) TEN (10)
BUSINESS DAYS AFTER THE EXPIRATION OF ANY DEFERRAL PERIOD IN EFFECT WHEN THE
NOTICE AND QUESTIONNAIRE IS DELIVERED OR PUT INTO EFFECT WITHIN TEN (10)
BUSINESS DAYS OF SUCH DELIVERY DATE:
(1)
IF REQUIRED BY APPLICABLE LAW, FILE WITH THE SEC A POST-EFFECTIVE
AMENDMENT TO THE SHELF REGISTRATION STATEMENT OR PREPARE AND, IF REQUIRED BY
APPLICABLE LAW, FILE A SUPPLEMENT TO THE RELATED PROSPECTUS OR A SUPPLEMENT OR
AMENDMENT TO ANY DOCUMENT INCORPORATED THEREIN BY REFERENCE OR FILE ANY OTHER
REQUIRED DOCUMENT SO THAT THE HOLDER DELIVERING SUCH NOTICE AND QUESTIONNAIRE IS
NAMED AS A SELLING SECURITYHOLDER IN THE SHELF REGISTRATION STATEMENT AND THE
RELATED PROSPECTUS IN SUCH A MANNER AS TO PERMIT SUCH HOLDER TO DELIVER SUCH
PROSPECTUS TO PURCHASERS OF THE REGISTRABLE SECURITIES IN ACCORDANCE WITH
APPLICABLE LAW AND, IF THE COMPANY SHALL FILE A POST-EFFECTIVE AMENDMENT TO THE
SHELF REGISTRATION STATEMENT, USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH
POST-EFFECTIVE AMENDMENT TO BE DECLARED EFFECTIVE UNDER THE SECURITIES ACT AS
PROMPTLY AS IS PRACTICABLE, BUT IN ANY EVENT BY THE DATE (THE "AMENDMENT
EFFECTIVENESS DEADLINE DATE") THAT IS FORTY-FIVE (45) DAYS AFTER THE DATE SUCH
POST-EFFECTIVE AMENDMENT IS REQUIRED BY THIS CLAUSE TO BE FILED;
5
(2)
PROVIDE SUCH HOLDER COPIES OF ANY DOCUMENTS FILED PURSUANT TO
SECTION 2(D)(I); AND
(3)
NOTIFY SUCH HOLDER AS PROMPTLY AS PRACTICABLE AFTER THE
EFFECTIVENESS UNDER THE SECURITIES ACT OF ANY POST-EFFECTIVE AMENDMENT FILED
PURSUANT TO SECTION 2(D)(I);
provided that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth