in the planned
offering (selected by the Majority Participating Holders) and to one counsel for
the Manager, if any, copies of all such documents proposed to be filed
(including all exhibits thereto), which documents will be subject to the
reasonable review and reasonable comment of such counsel (provided that the
Company shall be under no obligation to make any changes suggested by the
Holders), and the Company shall not file any registration statement or amendment
thereto, any prospectus or supplement thereto or any free writing prospectus
related thereto to which the Majority Participating Holders or the underwriters,
if any, shall reasonably object);
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS
MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE FOR
THE PERIOD SET FORTH IN SECTION 2.4(A) AND TO COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT WITH RESPECT TO THE SALE OR OTHER DISPOSITION OF ALL REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT IN ACCORDANCE WITH THE
INTENDED METHODS OF DISPOSITION BY THE SELLER OR SELLERS THEREOF SET FORTH IN
SUCH REGISTRATION STATEMENT (AND, IN CONNECTION WITH ANY SHELF REGISTRATION
STATEMENT, FILE ONE OR MORE PROSPECTUS SUPPLEMENTS COVERING REGISTRABLE
SECURITIES UPON THE REQUEST OF ONE OR MORE HOLDERS WISHING TO OFFER OR SELL
REGISTRABLE SECURITIES WHETHER IN AN UNDERWRITTEN OFFERING OR OTHERWISE);
(C)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING, ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT, IN USUAL AND CUSTOMARY
FORM, WITH THE MANAGER OF SUCH OFFERING;
(D)
FURNISH, WITHOUT CHARGE, TO EACH PARTICIPATING HOLDER AND EACH
UNDERWRITER, IF ANY, OF THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT
SUCH NUMBER OF COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND
SUPPLEMENT THERETO (IN EACH CASE INCLUDING ALL EXHIBITS), THE PROSPECTUS
INCLUDED IN SUCH REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS
AND ANY SUMMARY PROSPECTUS), ANY OTHER PROSPECTUS FILED UNDER RULE 424 UNDER THE
SECURITIES ACT AND EACH FREE WRITING PROSPECTUS UTILIZED IN CONNECTION
THEREWITH, IN EACH CASE, IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES
ACT, AND OTHER DOCUMENTS, AS SUCH SELLER AND UNDERWRITER MAY REASONABLY REQUEST
IN ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF THE REGISTRABLE
SECURITIES OWNED BY SUCH SELLER (THE COMPANY HEREBY CONSENTING TO THE USE IN
ACCORDANCE WITH ALL APPLICABLE LAW OF EACH SUCH REGISTRATION STATEMENT (OR
AMENDMENT OR POST-EFFECTIVE AMENDMENT THERETO) AND EACH SUCH PROSPECTUS (OR
PRELIMINARY PROSPECTUS OR SUPPLEMENT THERETO) OR FREE WRITING PROSPECTUS BY EACH
SUCH PARTICIPATING HOLDER AND THE UNDERWRITERS, IF ANY,
12
in connection with the offering and sale of the Registrable Securities covered
by such registration statement or prospectus);
(E)
USE ITS REASONABLE BEST EFFORTS TO REGISTER OR QUALIFY THE
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR STATE "BLUE SKY" LAWS OF SUCH JURISDICTIONS AS ANY SELLERS OF
REGISTRABLE SECURITIES OR ANY MANAGING UNDERWRITER, IF ANY, SHALL REASONABLY
REQUEST IN WRITING, AND DO ANY AND ALL OTHER ACTS AND THINGS WHICH