BROKER-DEALER
ON OR PRIOR TO THE DATE OF SUCH SALE A COPY OF THE PROSPECTUS CONTAINED IN THE
EXCHANGE OFFER REGISTRATION STATEMENT, (III) THE DATE ON WHICH SUCH SECURITIES
HAVE BEEN EFFECTIVELY REGISTERED UNDER THE SECURITIES ACT AND DISPOSED OF IN
ACCORDANCE WITH THE SHELF REGISTRATION STATEMENT, (IV) THE EARLIEST DATE THAT IS
NO LESS THAN TWO YEARS AFTER THE ORIGINAL ISSUE DATE AND ON WHICH ALL INITIAL
SECURITIES ARE FREELY TRADEABLE, (V) THE DATE ON WHICH SUCH SECURITIES SHALL
HAVE BEEN OTHERWISE TRANSFERRED BY THE HOLDER THEREOF AND NEW SECURITIES NOT
BEARING A LEGEND RESTRICTING FURTHER TRANSFER SHALL HAVE BEEN DELIVERED BY THE
COMPANY AND SUBSEQUENT DISPOSITION OF SUCH SECURITIES SHALL NOT REQUIRE
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OR ANY SIMILAR STATE LAW
THEN IN FORCE OR (VI) THE DATE ON WHICH SUCH SECURITIES CEASE TO BE OUTSTANDING.
7.
RULES 144 AND 144A.
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO
FILE THE REPORTS REQUIRED TO BE FILED BY IT UNDER THE SECURITIES ACT AND THE
EXCHANGE ACT IN A TIMELY MANNER AND, IF AT ANY TIME THE COMPANY IS NOT REQUIRED
TO FILE SUCH REPORTS, IT WILL, UPON THE REQUEST OF ANY HOLDER OF SECURITIES,
MAKE PUBLICLY AVAILABLE OTHER INFORMATION SO LONG AS NECESSARY TO PERMIT SALES
OF THEIR SECURITIES PURSUANT TO RULES 144 AND 144A.
THE COMPANY COVENANTS THAT
IT WILL TAKE SUCH FURTHER ACTION AS ANY HOLDER OF SECURITIES MAY REASONABLY
REQUEST, ALL TO THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH HOLDER TO
SELL SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE
LIMITATION OF THE EXEMPTIONS PROVIDED BY RULES 144 AND 144A (INCLUDING THE
REQUIREMENTS OF RULE
20
144A(D)(4)).
THE COMPANY WILL PROVIDE A COPY OF THIS AGREEMENT TO PROSPECTIVE
PURCHASERS OF INITIAL SECURITIES IDENTIFIED TO THE COMPANY BY THE INITIAL
PURCHASERS UPON REQUEST.
UPON THE REQUEST OF ANY HOLDER OF INITIAL SECURITIES,
THE COMPANY SHALL DELIVER TO SUCH HOLDER A WRITTEN STATEMENT AS TO WHETHER IT
HAS COMPLIED WITH SUCH REQUIREMENTS.
NOTWITHSTANDING THE FOREGOING, NOTHING IN
THIS SECTION 7 SHALL BE DEEMED TO REQUIRE THE COMPANY TO REGISTER ANY OF ITS
SECURITIES PURSUANT TO THE EXCHANGE ACT.
8.
UNDERWRITTEN REGISTRATIONS.
(A)
IF ANY OF THE TRANSFER RESTRICTED
SECURITIES COVERED BY ANY SHELF REGISTRATION ARE TO BE SOLD IN AN UNDERWRITTEN
OFFERING, THE INVESTMENT BANKER OR INVESTMENT BANKERS AND MANAGER OR MANAGERS
THAT WILL ADMINISTER THE OFFERING ("MANAGING UNDERWRITERS") WILL BE SELECTED BY
THE MAJORITY HOLDERS OF SUCH TRANSFER RESTRICTED SECURITIES TO BE INCLUDED IN
SUCH OFFERING.
(B)
NO PERSON MAY PARTICIPATE IN ANY UNDERWRITTEN REGISTRATION HEREUNDER UNLESS
SUCH PERSON (I) AGREES TO SELL SUCH PERSON'S TRANSFER RESTRICTED SECURITIES ON
THE BASIS REASONABLY PROVIDED IN ANY UNDERWRITING ARRANGEMENTS APPROVED BY THE
PERSONS ENTITLED HEREUNDER TO APPROVE SUCH ARRANGEMENTS AND (II) COMPLETES AND
EXECUTES ALL QUESTIONNAIRES, POWERS OF ATTORNEY, INDEMNITIES, UNDERWRITING
AGREEMENTS AND OTHER DOCUMENTS REASONABLY REQUIRED UNDER THE TERMS OF SUCH
UNDERWRITING ARRANGEMENTS.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, (I) THE COMPANY
SHALL NOT BE REQUIRED