TIME OF RECEIPT OF ANY
MATERIALITY NOTICE.
3.3
QUALIFICATION.
THE COMPANY AGREES TO USE ITS BEST EFFORTS TO REGISTER OR
QUALIFY THE REGISTRABLE SECURITIES BY THE TIME THE APPLICABLE REGISTRATION
STATEMENT IS
3
DECLARED EFFECTIVE BY THE COMMISSION UNDER ALL APPLICABLE STATE SECURITIES OR
"BLUE SKY" LAWS OF SUCH JURISDICTIONS AS HOLDER SHALL REASONABLY REQUEST IN
WRITING, TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION EFFECTIVE DURING THE
PERIOD SUCH REGISTRATION STATEMENT IS REQUIRED TO BE KEPT EFFECTIVE OR DURING
THE PERIOD OFFERS OR SALES ARE BEING MADE BY HOLDER AFTER DELIVERY OF A
REGISTRATION NOTICE TO THE COMPANY, WHICHEVER IS SHORTER, AND TO DO ANY AND ALL
OTHER ACTS AND THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE
HOLDER TO CONSUMMATE THE DISPOSITION IN EACH SUCH JURISDICTION OF THE
REGISTRABLE SECURITIES OWNED BY HOLDER; PROVIDED, HOWEVER, THAT THE COMPANY
SHALL NOT BE REQUIRED TO (X) QUALIFY GENERALLY TO DO BUSINESS IN ANY
JURISDICTION OR TO REGISTER AS A BROKER OR DEALER IN SUCH JURISDICTION WHERE IT
WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 3.3, (Y) SUBJECT
ITSELF TO TAXATION IN ANY SUCH JURISDICTION OR (Z) SUBMIT TO THE GENERAL SERVICE
OF PROCESS IN ANY SUCH JURISDICTION.
3.4
WHENEVER THE COMPANY IS REQUIRED TO EFFECT THE REGISTRATION OF REDEMPTION
SHARES UNDER THE ACT PURSUANT TO SECTION 3.1 OF THIS AGREEMENT, SUBJECT TO
SECTION 3.2 HEREOF, THE COMPANY SHALL:
(A)
PREPARE AND FILE WITH THE COMMISSION (AS SOON AS REASONABLY PRACTICAL AFTER
RECEIVING THE REGISTRATION NOTICE, AND IN ANY EVENT WITHIN 60 DAYS AFTER RECEIPT
OF SUCH REGISTRATION NOTICE) THE REQUISITE REGISTRATION STATEMENT TO EFFECT SUCH
REGISTRATION, WHICH REGISTRATION STATEMENT SHALL COMPLY AS TO FORM IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE APPLICABLE FORM AND INCLUDE ALL
FINANCIAL STATEMENTS REQUIRED BY THE COMMISSION TO BE FILED THEREWITH, AND THE
COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH REGISTRATION
STATEMENT TO BECOME EFFECTIVE; PROVIDED, HOWEVER, THAT BEFORE FILING A
REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO,
OR COMPARABLE STATEMENTS UNDER SECURITIES OR BLUE SKY LAWS OF ANY JURISDICTION,
THE COMPANY SHALL (I) PROVIDE HOLDER WITH AN ADEQUATE AND APPROPRIATE
OPPORTUNITY TO PARTICIPATE IN THE PREPARATION OF SUCH REGISTRATION STATEMENT AND
EACH PROSPECTUS INCLUDED THEREIN (AND EACH AMENDMENT OR SUPPLEMENT THERETO OR
COMPARABLE STATEMENT) TO BE FILED WITH THE COMMISSION AND (II) NOT FILE ANY SUCH
REGISTRATION STATEMENT OR PROSPECTUS (OR AMENDMENT OR SUPPLEMENT THERETO OR
COMPARABLE STATEMENT) WITH THE COMMISSION TO WHICH HOLDER'S COUNSEL OR ANY
UNDERWRITER SHALL HAVE REASONABLY OBJECTED ON THE GROUNDS THAT SUCH FILING DOES
NOT COMPLY IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE ACT OR OF THE
RULES OR REGULATIONS THEREUNDER;
(B)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS
MAY BE NECESSARY (I) TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE AND (II) TO
COMPLY WITH THE PROVISIONS OF THE ACT WITH RESPECT TO THE DISPOSITION OF THE
REDEMPTION SHARES