TO HAVE THE EXCHANGE OFFER CONSUMMATED NOT LATER THAN 45 DAYS
AFTER THE EARLIER OF THE DATE ON WHICH THE EXCHANGE OFFER REGISTRATION STATEMENT
IS DECLARED EFFECTIVE AND THE EFFECTIVENESS TARGET DATE (SUCH 45-DAY PERIOD
BEING THE "EXCHANGE PERIOD").
The Issuer shall commence the Exchange Offer by mailing the related exchange
offer Prospectus and accompanying documents to each Holder stating, in addition
to such other disclosures as are required by applicable law:
(I)
THAT THE EXCHANGE OFFER IS BEING MADE
PURSUANT TO THIS REGISTRATION RIGHTS AGREEMENT AND THAT ALL REGISTRABLE
SECURITIES VALIDLY TENDERED WILL BE ACCEPTED FOR EXCHANGE;
5
(II)
THE DATE OF ACCEPTANCE FOR EXCHANGE (WHICH
SHALL BE A PERIOD OF AT LEAST 20 BUSINESS DAYS (OR LONGER IF REQUIRED BY
APPLICABLE LAW) FROM THE DATE SUCH NOTICE IS MAILED (THE "EXCHANGE DATE");
(III)
THAT ANY REGISTRABLE SECURITY NOT TENDERED
BY A HOLDER WHO WAS ELIGIBLE TO PARTICIPATE IN THE EXCHANGE OFFER WILL REMAIN
OUTSTANDING AND CONTINUE TO ACCRUE INTEREST, BUT WILL NOT RETAIN ANY RIGHTS
UNDER THIS REGISTRATION RIGHTS AGREEMENT;
(IV)
THAT HOLDERS ELECTING TO HAVE A REGISTRABLE
SECURITY EXCHANGED PURSUANT TO THE EXCHANGE OFFER WILL BE REQUIRED TO SURRENDER
SUCH REGISTRABLE SECURITY, TOGETHER WITH THE ENCLOSED LETTERS OF TRANSMITTAL, TO
THE INSTITUTION AND AT THE ADDRESS (LOCATED IN THE BOROUGH OF MANHATTAN, THE
CITY OF NEW YORK) SPECIFIED IN THE NOTICE PRIOR TO THE CLOSE OF BUSINESS ON THE
EXCHANGE DATE; AND
(V)
THAT HOLDERS WILL BE ENTITLED TO WITHDRAW
THEIR ELECTION, NOT LATER THAN THE CLOSE OF BUSINESS, NEW YORK CITY TIME, ON THE
EXCHANGE DATE, BY SENDING TO THE INSTITUTION AND AT THE ADDRESS (LOCATED IN THE
BOROUGH OF MANHATTAN, THE CITY OF NEW YORK) SPECIFIED IN THE NOTICE, A FACSIMILE
TRANSMISSION OR LETTER SETTING FORTH THE NAME OF SUCH HOLDER, THE PRINCIPAL
AMOUNT OF REGISTRABLE SECURITIES DELIVERED FOR EXCHANGE AND A STATEMENT THAT
SUCH HOLDER IS WITHDRAWING HIS ELECTION TO HAVE SUCH SECURITIES EXCHANGED.
As soon as practicable after the Exchange Date, the Issuer shall:
(VI)
ACCEPT FOR EXCHANGE REGISTRABLE SECURITIES OR
PORTIONS THEREOF VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PURSUANT TO THE
EXCHANGE OFFER; AND
(VII)
DELIVER, OR CAUSE TO BE DELIVERED, TO THE
TRUSTEE FOR CANCELLATION ALL REGISTRABLE SECURITIES OR PORTIONS THEREOF SO
ACCEPTED FOR EXCHANGE BY THE ISSUER AND ISSUE, AND CAUSE THE TRUSTEE TO PROMPTLY
AUTHENTICATE AND MAIL TO EACH HOLDER, AN EXCHANGE SECURITY EQUAL IN PRINCIPAL
AMOUNT TO THE PRINCIPAL AMOUNT OF THE REGISTRABLE SECURITIES SURRENDERED BY SUCH
HOLDER; PROVIDED THAT, IN THE CASE OF ANY REGISTRABLE SECURITIES HELD IN GLOBAL
FORM BY A DEPOSITARY, AUTHENTICATION AND DELIVERY TO SUCH DEPOSITARY OF ONE OR
MORE EXCHANGE SECURITIES IN GLOBAL FORM IN AN EQUIVALENT PRINCIPAL AMOUNT
THERETO FOR THE ACCOUNT OF SUCH HOLDERS IN ACCORDANCE WITH THE INDENTURE SHALL
SATISFY SUCH AUTHENTICATION AND DELIVERY REQUIREMENT.
Each Holder (including, without limitation, each Participating Broker-Dealer (as
defined)) who participates in the Exchange Offer will be required to represent
to the Issuer, in writing (which may be contained in the applicable letter