AMENDMENT OR SUPPLEMENT THERETO AND SUCH OTHER DOCUMENTS AS SUCH HOLDER OR
UNDERWRITER MAY REASONABLY REQUEST, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES
AND, IF THE HOLDER SO REQUESTS, ALL EXHIBITS IN ORDER TO FACILITATE THE PUBLIC
SALE OR OTHER DISPOSITION OF THE REGISTRABLE SECURITIES; AND (III) HEREBY
CONSENT TO THE USE OF THE PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO BY
EACH OF THE SELLING HOLDERS OF REGISTRABLE SECURITIES IN CONNECTION WITH THE
OFFERING AND SALE OF THE REGISTRABLE SECURITIES COVERED BY THE PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO;
(D)
IN THE CASE OF A SHELF REGISTRATION, USE COMMERCIALLY REASONABLE
EFFORTS TO REGISTER OR QUALIFY THE REGISTRABLE SECURITIES UNDER ALL APPLICABLE
STATE SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS AS ANY HOLDER OF
REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT SHALL REASONABLY
REQUEST BY THE TIME THE SHELF REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY
THE SEC OR OTHERWISE BECOME EFFECTIVE, AND DO ANY AND ALL OTHER ACTS AND THINGS
WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE EACH SUCH HOLDER TO
CONSUMMATE THE DISPOSITION IN EACH SUCH JURISDICTION OF SUCH REGISTRABLE
SECURITIES OWNED BY SUCH HOLDER; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT
BE REQUIRED TO (I) QUALIFY AS A FOREIGN CORPORATION OR AS A DEALER IN SECURITIES
IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR
THIS SECTION 3(D),
10
OR (II) TAKE ANY ACTION WHICH WOULD SUBJECT IT TO GENERAL SERVICE OF PROCESS OR
TAXATION IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT;
(E)
NOTIFY PROMPTLY COUNSEL FOR THE HOLDERS AND COUNSEL FOR THE DEALER
MANAGERS AND, WITH RESPECT TO CLAUSES (I), (III), (IV) AND (V) OF THIS PARAGRAPH
ONLY, EACH HOLDER OF REGISTRABLE SECURITIES UNDER A SHELF REGISTRATION OR ANY
PARTICIPATING BROKER-DEALER WHO HAS NOTIFIED THE COMPANY THAT IT IS UTILIZING
THE EXCHANGE OFFER REGISTRATION STATEMENT AS PROVIDED IN PARAGRAPH (F) BELOW
AND, IF REQUESTED BY SUCH HOLDER OR PARTICIPATING BROKER-DEALER, CONFIRM SUCH
ADVICE IN WRITING PROMPTLY (I) WHEN A REGISTRATION STATEMENT (OTHER THAN AN
AUTOMATIC SHELF REGISTRATION STATEMENT) HAS BECOME EFFECTIVE AND WHEN ANY
POST-EFFECTIVE AMENDMENTS (OTHER THAN AS A RESULT OF INCORPORATED DOCUMENT) AND
SUPPLEMENTS THERETO BECOME EFFECTIVE, (II) OF ANY REQUEST BY THE SEC OR ANY
STATE SECURITIES AUTHORITY FOR POST-EFFECTIVE AMENDMENTS AND SUPPLEMENTS TO A
REGISTRATION STATEMENT AND PROSPECTUS OR FOR ADDITIONAL INFORMATION AFTER THE
REGISTRATION STATEMENT HAS BECOME EFFECTIVE, (III) OF THE ISSUANCE BY THE SEC OR
ANY STATE SECURITIES AUTHORITY OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF
A REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE,
(IV) OF THE HAPPENING OF ANY EVENT OR THE DISCOVERY OF ANY FACTS DURING THE
PERIOD A SHELF REGISTRATION STATEMENT IS EFFECTIVE THAT REQUIRES ANY CHANGE IN
THE REGISTRATION STATEMENT OR PROSPECTUS SO THAT, AS OF SUCH DATE, THE
STATEMENTS THEREIN ARE NOT MISLEADING AND DO NOT OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN TO MAKE THE STATEMENTS THEREIN NOT MISLEADING (IN
THE CASE OF THE