Common use of Blue Sky Compliance Clause in Contracts

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Each of the Obligors shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Securities for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States or any other jurisdictions reasonably designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company None of the Obligors shall not be required to qualify as a foreign corporation entity or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationentity. The Company will Obligors shall advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company Obligors shall use its their respective reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as the Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Underwriters and counsel for the Underwriters to qualify or register the Offered Securities Common Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeUnderwriters, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesCommon Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, other than those arising out of the offering or sale of the Shares in any jurisdiction where it is not now so subject. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaqthe NYSE) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Underwriters and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial state securities laws of those jurisdictions reasonably designated by the RepresentativeUnderwriters, shall comply with such laws with respect to the distribution of the Securities, and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution sale of the Offered Securities. The Company shall not however be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Underwriters promptly of the receipt by the Company of any notification with respect to the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the prompt withdrawal thereof at the earliest possible momentthereof.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaqthe NYSE) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative CFCC and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of) U.S. Securities Laws, including the listing on a national securities exchange such as Nasdaq) the state securities Canadian Securities Laws, or blue sky laws or Canadian provincial securities other foreign laws of those jurisdictions designated by the RepresentativeCFCC, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporationcorporation (except service of process with respect to the offering and sale of the Offered Shares). The Company will advise the Representative CFCC promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, other than those arising out of the offering or sale of the Shares in any jurisdiction where it is not now so subject. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws as the Representative shall reasonably request) of those jurisdictions reasonably designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, or make any change to its memorandum and articles of association, charter, by-laws or similar organizational documents. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as the Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall reasonably cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Securities for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States, the provinces of Canada or any other jurisdictions designated by the RepresentativeUnderwriters, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company and the Guarantors shall cooperate with the Representative Initial Purchasers and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeInitial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company and the Guarantors shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company and the Guarantors will advise the Representative Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company and the Guarantors shall use its their reasonable best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.

Blue Sky Compliance. The Company shall cooperate with the Representative Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws as the Underwriter shall reasonably request) of those jurisdictions reasonably designated by the RepresentativeUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Parent Guarantor and the Issuer shall cooperate with the Representative Lead Managers and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeLead Managers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company Neither the Parent Guarantor nor the Issuer shall not be required to qualify as a foreign corporation to transact business or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationbusiness. The Company Parent Guarantor and the Issuer will advise the Representative Lead Managers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company Parent Guarantor and the Issuer shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application ofthereof, including by the listing on a national securities exchange such as Nasdaqthe NYSE) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws (or Canadian provincial securities laws other foreign laws) of those jurisdictions designated reasonably requested by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters Initial Purchasers, as the Initial Purchasers may reasonably request from time to time, to qualify or register the Offered Securities Notes for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesNotes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company and each Guarantor shall cooperate with the Representative Initial Purchasers and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeInitial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Neither the Company nor any Guarantor shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Issuer and each of the Guarantors shall cooperate with the Representative and counsel for the Underwriters Representative to qualify or register the Offered Securities for offer and sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company Neither the Issuer nor any Guarantor shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company Issuer will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company Issuer and each of the Guarantors shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationcorporation or for otherwise doing business. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company and the Guarantor shall cooperate with the Representative and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Neither the Company nor the Guarantor shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company and the Guarantor will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company and the Guarantor shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters Initial Purchasers, as the Initial Purchasers may reasonably request from time to time, to qualify or register the Offered Securities Notes for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesNotes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Issuer and each of the Guarantors shall cooperate with the Representative Representatives and counsel for the Underwriters Representatives to qualify or register the Offered Securities for offer and sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company Neither the Issuer nor any Guarantor shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company Issuer will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company Issuer and each of the Guarantors shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities ADSs for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws as the Representatives shall reasonably require) of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesADSs. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities ADSs for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaqthe NYSE) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and and, in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Lead Underwriter and counsel for the Underwriters to qualify or register the Offered Securities Units for sale under (or obtain exemptions from the application of) U.S. Securities Laws, including the listing on a national securities exchange such as Nasdaq) the state securities Canadian Securities Laws, or blue sky laws or Canadian provincial securities other foreign laws of those jurisdictions designated by the RepresentativeLead Underwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesUnits. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporationcorporation (except service of process with respect to the offering and sale of the Units). The Company will advise the Representative Lead Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Units for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities Notes for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Notes; provided, however, that the Company shall not be required obligated to file any general consent to service of process or to qualify as a foreign corporation or to take any action that would subject it to general service of process as a dealer in securities in any such jurisdiction where in which it is not presently so qualified or where it would be so subject itself to taxation as a foreign corporationin respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Each of the Obligors shall cooperate with the Representative and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Securities for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those such jurisdictions reasonably designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company Notwithstanding the foregoing sentence, none of the Obligors shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company Obligors will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company Obligors shall use its best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall reasonably cooperate with the Representative Underwriters and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Securities for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States, the provinces of Canada or any other jurisdictions designated by the RepresentativeUnderwriters, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws as the Representatives shall reasonably request) of those jurisdictions reasonably designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws as the Representatives shall reasonably request) of those jurisdictions reasonably designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities Notes for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Notes; provided, however, that the Company shall not be required obligated to file any general consent to service of process or to qualify as a foreign corporation or to take any action that would subject it to general service of process as a dealer in securities in any such jurisdiction where in which it is not presently so qualified or where it would be so subject itself to taxation as a foreign corporationin respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Securities ADSs for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws as the Underwriter shall reasonably require) of those jurisdictions designated by the RepresentativeUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesADSs. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities ADSs for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its commercially best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Each of the Company and the Guarantors shall cooperate with the Representative Initial Purchasers and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeInitial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company and the Guarantors shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Securities Common Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities Securities laws of those jurisdictions designated by the RepresentativeUnderwriter in its reasonable discretion, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required under such state securities or blue sky laws or Canadian provincial Securities laws for the distribution of the Offered SecuritiesCommon Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Underwriter promptly upon receipt of any notice of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Each of the Issuers and the Guarantors shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company None of the Company, any Issuer or Guarantor shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company and the Issuers will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company Issuers and the Guarantors shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters Initial Purchasers, as the Initial Purchasers may reasonably request from time to time, to qualify or register the Offered Securities Debentures for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesDebentures. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Debentures for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company In connection with any Private Offering of ------------------- the Notes by Holders that were original Purchasers hereunder, the Issuer shall cooperate with the Representative selling Holders and counsel for the Underwriters selling Holders to qualify or register the Offered Securities Notes for sale under (or to obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Representativeselling Holders, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesNotes. The Company Issuer shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is they are not presently then qualified or where it would be subject to taxation as a foreign corporation. The Company Issuer will advise the Representative selling Holders promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall Issuer shall, with the cooperation of the selling Holders, use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities Common Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities Securities laws of those jurisdictions designated by the RepresentativeRepresentatives in their reasonable discretion, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required under such state securities or blue sky laws or Canadian provincial Securities laws for the distribution of the Offered SecuritiesCommon Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly upon receipt of any notice of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.,

Blue Sky Compliance. The Company shall cooperate with the Representative CFCC and counsel for the Underwriters Underwriter to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of) U.S. Securities Laws, including the listing on a national securities exchange such as Nasdaq) the state securities Canadian Securities Laws, or blue sky laws or Canadian provincial securities other foreign laws of those jurisdictions designated by the RepresentativeCFCC, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporationcorporation (except service of process with respect to the offering and sale of the Offered Shares). The Company will advise the Representative CFCC promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Units and the Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativeJefferies, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Units and the Securities. The ; provided, however, that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Units or the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Each of the Issuers and the Guarantors shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company Neither the Company, any Issuer or Guarantor shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company and the Issuers will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company Issuers and the Guarantors shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Each of the Issuers and the Guarantors shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company None of the Company, any Issuer or Guarantor shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company and the Issuers will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company Issuers and the Guarantors shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Each of the Company and the Guarantors shall cooperate with the Representative Initial Purchasers and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeInitial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The None of the Company or any of the Guarantors shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities other foreign laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, other than those arising out of the offering or sale of the Shares in any jurisdiction where it is not now so subject. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Securities for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States, the provinces of Canada or any other jurisdictions designated reasonably requested by the RepresentativeRepresentatives, shall comply in all material respects with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Lead Underwriter and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of) U.S. Securities Laws, including the listing on a national securities exchange such as Nasdaq) the state securities Canadian Securities Laws, or blue sky laws or Canadian provincial securities other foreign laws of those jurisdictions designated by the RepresentativeLead Underwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporationcorporation (except service of process with respect to the offering and sale of the Offered Shares). The Company will advise the Representative Lead Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state or provincial securities or blue sky laws of such jurisdictions in the United States or Canadian provincial securities laws of those jurisdictions Canada designated by the RepresentativeRepresentatives, or such other jurisdictions as the Company and the Representatives shall mutually agree, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale sale, and the determination of their eligibility for investment, under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall reasonably cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws Laws or Canadian provincial securities laws Laws (or other foreign Laws) of those jurisdictions designated reasonably requested by the Representative, shall comply in all material respects with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.

Blue Sky Compliance. The Company Issuer shall cooperate with the Representative and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Notes for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States, the provinces of Canada or any other jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesNotes. The Company Issuer shall not be required to qualify as a foreign corporation entity or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationentity. The Company Issuer will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company Issuer shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Each of the Issuers and the Guarantors shall cooperate with the Representative Representatives and counsel for the Underwriters Representatives to qualify or register the Offered Securities for offer and sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company Neither the Issuers, or any Guarantor shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company Issuers will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company Issuers and the Guarantors shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to endeavor to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to (i) qualify as a foreign corporation or to (ii) take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The ; provided that the Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Lead Underwriter and counsel for the Underwriters to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of) U.S. Securities Laws, including the listing on a national securities exchange such as Nasdaq) the state securities Canadian Securities Laws, or blue sky laws or Canadian provincial securities other foreign laws of those jurisdictions designated by the RepresentativeLead Underwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporationcorporation (except service of process with respect to the offering and sale of the Shares). The Company will advise the Representative Lead Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Agents and counsel for the Underwriters Agents to qualify or register the Offered Securities Shares for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeAgents, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationcorporation or qualify as a dealer in securities in any jurisdiction in which it is not presently so qualified. The Company will advise the Representative Agents promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Securities for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States, the provinces of Canada or any other jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.

Blue Sky Compliance. The Company shall and Holdings jointly and severally agree to cooperate with the Representative Initial Purchasers and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeInitial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Neither the Company nor Holdings shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Each of the Issuers shall cooperate with the Representative Representatives and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Securities for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States, the provinces of Canada or any other jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company Neither of the Issuers shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company Issuers will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company Issuers shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Shares for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States, the provinces of Canada or any other jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesShares. The Company shall not be required to qualify as a foreign corporation corporation, as the case may be, or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, as the case may be. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or known threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters Initial Purchasers, as the Initial Purchasers may reasonably request from time to time, to qualify or register the Offered Securities Notes for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities Securities laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesNotes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Securities for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States, the provinces of Canada or any other jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company Each of the Issuers shall cooperate with the Representative and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Securities for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States, the provinces of Canada or any other jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company Neither of the Issuers shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company Issuers will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company Issuers shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Representatives and counsel for the Underwriters to qualify or register the Offered Securities Shares for offer and sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Shares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, other than those arising out of the offering or sale of the Shares in any jurisdiction where it is not now so subject. The Company will advise the Representative Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall, and shall cause the Guarantors to, cooperate with the Representative Initial Purchasers and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the RepresentativeInitial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company and the Guarantors shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative Underwriters and counsel for the Underwriters to qualify or register the Offered Securities for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of, including Securities for offer and sale under the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those the several states of the United States, the provinces of Canada or any other jurisdictions reasonably designated by the RepresentativeUnderwriters, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best their commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters Initial Purchasers, as the Initial Purchasers may reasonably request from time to time, to qualify or register the Offered Securities Debentures for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SecuritiesDebentures. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Securities Debentures for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to promptly obtain the withdrawal thereof at the earliest possible momentthereof.