ORDER OF PRIORITY IN SUCH
CONFLICTING AGREEMENT TO THE EXTENT THAT IT WOULD OTHERWISE RESULT IN A BREACH
UNDER SUCH AGREEMENT.
(B)
EXPENSES OF REGISTRATION.
ALL REGISTRATION
EXPENSES INCURRED IN CONNECTION WITH ANY REGISTRATION, QUALIFICATION OR
COMPLIANCE HEREUNDER SHALL BE BORNE BY THE COMPANY.
ALL SELLING EXPENSES
INCURRED IN CONNECTION WITH ANY REGISTRATIONS HEREUNDER SHALL BE BORNE BY THE
HOLDERS OF THE SECURITIES SO REGISTERED PRO RATA ON THE BASIS OF THE AGGREGATE
OFFERING OR SALE PRICE OF THE SECURITIES SO REGISTERED.
(C)
OBLIGATIONS OF THE COMPANY.
THE COMPANY
SHALL USE ITS REASONABLE BEST EFFORTS, FOR SO LONG AS THERE ARE REGISTRABLE
SECURITIES OUTSTANDING, TO TAKE SUCH ACTIONS AS ARE UNDER ITS CONTROL TO NOT
BECOME AN INELIGIBLE ISSUER (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT)
AND TO REMAIN A WELL-KNOWN SEASONED ISSUER (AS DEFINED IN RULE 405 UNDER THE
SECURITIES ACT) IF IT HAS SUCH STATUS ON THE SIGNING DATE OR BECOMES ELIGIBLE
FOR SUCH STATUS IN THE FUTURE.
IN ADDITION, WHENEVER REQUIRED TO EFFECT THE
REGISTRATION OF ANY REGISTRABLE SECURITIES OR FACILITATE THE DISTRIBUTION OF
REGISTRABLE SECURITIES PURSUANT TO AN EFFECTIVE SHELF REGISTRATION STATEMENT,
THE COMPANY SHALL, AS EXPEDITIOUSLY AS REASONABLY PRACTICABLE:
(I)
PREPARE AND FILE WITH THE SEC A PROSPECTUS
SUPPLEMENT WITH RESPECT TO A PROPOSED OFFERING OF REGISTRABLE SECURITIES
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, SUBJECT TO SECTION 4.5(D), KEEP
SUCH REGISTRATION STATEMENT EFFECTIVE AND KEEP
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SUCH PROSPECTUS SUPPLEMENT CURRENT UNTIL THE SECURITIES DESCRIBED THEREIN ARE NO
LONGER REGISTRABLE SECURITIES.
(II)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
AND SUPPLEMENTS TO THE APPLICABLE REGISTRATION STATEMENT AND THE PROSPECTUS OR
PROSPECTUS SUPPLEMENT USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT AS MAY
BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT.
(III)
FURNISH TO THE HOLDERS AND ANY UNDERWRITERS SUCH
NUMBER OF COPIES OF THE APPLICABLE REGISTRATION STATEMENT AND EACH SUCH
AMENDMENT AND SUPPLEMENT THERETO (INCLUDING IN EACH CASE ALL EXHIBITS) AND OF A
PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT, AND SUCH OTHER DOCUMENTS AS THEY MAY
REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF REGISTRABLE
SECURITIES OWNED OR TO BE DISTRIBUTED BY THEM.
(IV)
USE ITS REASONABLE BEST EFFORTS TO REGISTER AND
QUALIFY THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY
REQUESTED BY THE HOLDERS OR ANY MANAGING UNDERWRITER(S), TO KEEP SUCH
REGISTRATION OR QUALIFICATION IN EFFECT FOR SO LONG AS SUCH REGISTRATION
STATEMENT REMAINS IN EFFECT, AND TO TAKE ANY OTHER ACTION WHICH MAY BE
REASONABLY NECESSARY TO ENABLE SUCH SELLER TO CONSUMMATE THE DISPOSITION IN SUCH
JURISDICTIONS OF THE SECURITIES OWNED BY SUCH HOLDER; PROVIDED THAT THE COMPANY
SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO TO
QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY
SUCH STATES OR JURISDICTIONS.
(V)