BY REFERENCE THEREIN) AND SUCH NUMBER OF
COPIES OF SUCH SHELF REGISTRATION STATEMENT (EXCLUDING EXHIBITS THERETO AND
DOCUMENTS INCORPORATED BY REFERENCE THEREIN UNLESS SPECIFICALLY SO REQUESTED BY
SUCH ELECTING HOLDER, AGENT OR UNDERWRITER, AS THE CASE MAY BE) AND OF THE
PROSPECTUS INCLUDED IN SUCH SHELF REGISTRATION STATEMENT (INCLUDING EACH
PRELIMINARY PROSPECTUS AND ANY SUMMARY PROSPECTUS), IN CONFORMITY IN ALL
MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE SECURITIES ACT AND THE
TRUST INDENTURE ACT AND THE RULES AND REGULATIONS OF THE COMMISSION THEREUNDER,
AND SUCH OTHER DOCUMENTS, AS SUCH ELECTING HOLDER, AGENT, IF ANY, AND
UNDERWRITER, IF ANY, MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE OFFERING
AND DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY SUCH ELECTING HOLDER,
OFFERED OR SOLD BY SUCH AGENT OR UNDERWRITTEN BY SUCH UNDERWRITER AND TO PERMIT
SUCH ELECTING HOLDER, AGENT AND UNDERWRITER TO SATISFY THE PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT; AND THE COMPANY HEREBY CONSENTS TO THE USE
OF SUCH PROSPECTUS (INCLUDING SUCH PRELIMINARY AND SUMMARY PROSPECTUS) AND ANY
AMENDMENT OR SUPPLEMENT THERETO BY EACH SUCH ELECTING HOLDER AND BY ANY SUCH
AGENT AND UNDERWRITER, IN EACH CASE IN THE FORM MOST RECENTLY PROVIDED
11
TO SUCH PERSON BY THE COMPANY, IN CONNECTION WITH THE OFFERING AND SALE OF THE
REGISTRABLE SECURITIES COVERED BY THE PROSPECTUS (INCLUDING SUCH PRELIMINARY AND
SUMMARY PROSPECTUS) OR ANY SUPPLEMENT OR AMENDMENT THERETO;
(XII)
USE REASONABLE BEST EFFORTS TO (A) REGISTER OR
QUALIFY THE REGISTRABLE SECURITIES TO BE INCLUDED IN SUCH SHELF REGISTRATION
STATEMENT UNDER SUCH SECURITIES LAWS OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS
ANY ELECTING HOLDER AND EACH PLACEMENT OR SALES AGENT, IF ANY, THEREFOR AND
UNDERWRITER, IF ANY, THEREOF SHALL REASONABLY REQUEST, (B) KEEP SUCH
REGISTRATIONS OR QUALIFICATIONS IN EFFECT AND COMPLY WITH SUCH LAWS SO AS TO
PERMIT THE CONTINUANCE OF OFFERS, SALES AND DEALINGS THEREIN IN SUCH
JURISDICTIONS DURING THE PERIOD THE SHELF REGISTRATION IS REQUIRED TO REMAIN
EFFECTIVE UNDER SECTION 2(B) ABOVE AND FOR SO LONG AS MAY BE NECESSARY TO ENABLE
ANY SUCH ELECTING HOLDER, AGENT OR UNDERWRITER TO COMPLETE ITS DISTRIBUTION OF
SECURITIES PURSUANT TO SUCH SHELF REGISTRATION STATEMENT AND (C) TAKE ANY AND
ALL OTHER ACTIONS AS MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE EACH
SUCH ELECTING HOLDER, AGENT, IF ANY, AND UNDERWRITER, IF ANY, TO CONSUMMATE THE
DISPOSITION IN SUCH JURISDICTIONS OF SUCH REGISTRABLE SECURITIES; PROVIDED,
HOWEVER, THAT NEITHER THE COMPANY NOR THE SUBSIDIARY GUARANTORS SHALL BE
REQUIRED FOR ANY SUCH PURPOSE TO (1) QUALIFY AS A FOREIGN CORPORATION IN ANY
JURISDICTION WHEREIN IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THE
REQUIREMENTS OF THIS SECTION 3(D)(XII), (2) CONSENT TO GENERAL SERVICE OF
PROCESS IN ANY SUCH JURISDICTION OR (3) MAKE ANY CHANGES TO ITS CERTIFICATE OF
INCORPORATION OR BY-LAWS OR ANY AGREEMENT BETWEEN IT AND ITS STOCKHOLDERS;
(XIII)
USE ITS REASONABLE BEST EFFORTS TO OBTAIN THE
CONSENT OR APPROVAL OF EACH GOVERNMENTAL AGENCY OR AUTHORITY, WHETHER FEDERAL,
STATE OR LOCAL, WHICH MAY BE REQUIRED TO EFFECT THE SHELF REGISTRATION OR