IN WRITING WITHIN 15 DAYS AFTER RECEIPT OF A REQUEST
THEREFOR, THE INFORMATION WITH RESPECT TO SUCH HOLDER SPECIFIED IN REGULATION
S-K UNDER THE 1933 ACT AND ANY OTHER APPLICABLE RULES, REGULATIONS OR POLICIES
OF THE SEC FOR USE IN CONNECTION WITH ANY SHELF REGISTRATION OR PROSPECTUS
INCLUDED THEREIN, ON A FORM TO BE PROVIDED BY THE ISSUER.
EACH SELLING HOLDER
AGREES TO FURNISH PROMPTLY TO THE ISSUER ADDITIONAL INFORMATION TO BE DISCLOSED
SO THAT THE INFORMATION PREVIOUSLY FURNISHED TO THE ISSUER BY SUCH HOLDER DOES
NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN
NOT MISLEADING.
NO HOLDER OF REGISTRABLE SECURITIES SHALL BE ENTITLED TO
ADDITIONAL INTEREST PURSUANT TO SECTION 2(D) HEREOF UNLESS AND UNTIL SUCH HOLDER
SHALL HAVE PROVIDED ALL SUCH INFORMATION.
(G)
THE ISSUER MAY DELAY THE FILING OR THE EFFECTIVENESS OF AN
EXCHANGE OFFER REGISTRATION STATEMENT OR A SHELF REGISTRATION STATEMENT
(INCLUDING ANY POST-EFFECTIVE AMENDMENT THERETO) FOR A PERIOD OF UP TO 30 DAYS
DURING ANY 90 DAY PERIOD IF (I) THERE OCCUR MATERIAL EVENTS OR DEVELOPMENTS WITH
RESPECT TO THE ISSUER THAT WOULD NEED TO BE DESCRIBED IN SUCH REGISTRATION
STATEMENT OR THE RELATED PROSPECTUS, AND THE EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT IS REASONABLY REQUIRED TO BE SUSPENDED WHILE SUCH REGISTRATION
STATEMENT AND RELATED PROSPECTUS ARE AMENDED OR SUPPLEMENTED TO REFLECT SUCH
EVENTS OR DEVELOPMENTS, (II)
10
THERE OCCUR MATERIAL EVENTS OR DEVELOPMENTS WITH RESPECT TO THE ISSUER OR ANY OF
ITS AFFILIATES, THE DISCLOSURE OF WHICH THE ISSUER DETERMINES IN GOOD FAITH
WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS, OPERATIONS OR PROSPECTS OF
THE ISSUER, OR (III) THE ISSUER DOES NOT WISH TO DISCLOSE PUBLICLY A PENDING
MATERIAL BUSINESS TRANSACTION THAT HAS NOT YET BEEN PUBLICLY DISCLOSED;
PROVIDED, HOWEVER, THAT ANY DELAY PERIOD WITH RESPECT TO REGISTRATION DEFAULTS
ARISING UNDER THIS SECTION 2(G) WILL NOT ALTER THE OBLIGATIONS OF THE ISSUER TO
PAY ADDITIONAL INTEREST WITH RESPECT TO A REGISTRATION DEFAULT SUBJECT TO THE
LIMITATIONS AND EXCEPTIONS SET FORTH IN SECTION 2(D) ABOVE.
(H)
ADDITIONAL INTEREST DUE ON THE SECURITIES PURSUANT TO SECTION 2(D)
HEREOF WILL BE PAYABLE IN CASH SEMIANNUALLY IN ARREARS ON THE SAME INTEREST
PAYMENT DATES AS THE SECURITIES, COMMENCING WITH THE FIRST INTEREST PAYMENT DATE
OCCURRING AFTER ANY SUCH ADDITIONAL INTEREST COMMENCES TO ACCRUE.
3.
REGISTRATION PROCEDURES.
In connection with the obligations of the Issuer with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Issuer shall:
(a)
prepare and file with the SEC a Registration Statement on the
appropriate form under the 1933 Act, which form (x) shall be selected by the
Issuer and (y) shall, in the case of a Shelf Registration, be available for the
sale of the Registrable Securities by the selling 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