Common use of Additional Registration Procedures Clause in Contracts

Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply: (a) Issuer and Guarantor shall: (i) not less than two Business Days prior to the filing of any Registration Statement or any Prospectus, and not less than one Business Day prior to the filing of any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or Prospectus after the initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, one counsel on behalf of all of the Holders) and make such representatives of Issuer and Guarantor as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, one counsel on behalf of all of the Holders) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, one counsel on behalf of all of the Holders) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, one counsel on behalf of all of the Holders) shall reasonably object within one business day of their receipt of such copy; provided that the requirements of this paragraph shall not apply to Guarantor’s documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act (“Exchange Act Documents”), or any supplement to any Prospectus based on Exchange Act Documents; (ii) in the case of an Exchange Offer Registration Statement, to the extent permitted by the Act, include the information in substantially the form set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in substantially the form set forth in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a Section setting forth details of the Exchange Offer, in substantially the form set forth in Annex C hereto in the underwriting or plan of distribution Section of the Prospectus contained in the Exchange Offer Registration Statement, and in substantially the form set forth in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; and (iii) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities or Exchange Securities pursuant to the Shelf Registration Statement as selling security holders and the applicable information required by Item 507 of Regulation S-K as provided by the Holders. (b) Issuer and Guarantor shall promptly notify the Initial Purchasers, the Holders of Securities or Exchange Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to Issuer and Guarantor a telephone or facsimile number and address for notices, and, if requested by the Initial Purchasers or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until Issuer and Guarantor shall have remedied the basis for such suspension): (i) when a Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission or any state securities authority for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by Issuer and Guarantor of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading. In the case of a Shelf Registration Statement, each Holder and Exchanging Dealer agrees that, upon receipt of any notice from Guarantor or Issuer (a) of the happening of any event of the kind described in paragraph (iii), (iv) or (v) hereof or (b) that they have determined that the continued effectiveness and use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any equity or debt financing, acquisition, reorganization or other material transaction involving Guarantor, such Holder or Exchanging Dealer will forthwith discontinue disposition of the Securities or Exchange Securities pursuant to a Registration Statement until such Holder’s or Exchanging Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(a)(i) hereof or of a notice permitting the resumption of disposition of Securities or Exchange Securities, and, if so directed by the Issuer and Guarantor (at Guarantor’s and Issuer’s expense) or destroy all copies in its possession, other than permanent file copies then in its possession, of the Prospectus covering such Securities or Exchange Securities current at the time of receipt of such notice. If Issuer and Guarantor shall give any such notice to suspend the disposition of Securities or Exchange Securities pursuant to a Registration Statement, Issuer and Guarantor shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions or advice from Issuer and Guarantor that delivery may be resumed. Issuer and Guarantor may give any such notice only three times during any 365 day period and any such suspensions may not exceed 30 days for each suspension and there may not be more than three suspensions in effect during any 365 day period. (c) Issuer and Guarantor shall use their respective reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time. (d) Issuer and Guarantor shall (i) use their respective reasonable best efforts to list the Exchange Securities on the Luxembourg Stock Exchange as soon as practicable after consummation of the Registered Exchange Offer; and (ii) file with the relevant authorities such documents and materials as may be required to establish and maintain the listing of the Exchange Securities on the Luxembourg Stock Exchange. (e) Issuer and Guarantor shall, during the Shelf Registration Period, deliver to each Holder of Securities or Exchange Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. Issuer and Guarantor consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of securities in connection with the offering and sale of the securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. (f) Issuer and Guarantor shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including, upon written request, all material incorporated by reference therein, and all exhibits thereto (including exhibits incorporated by reference therein). (g) Issuer and Guarantor shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may reasonably request. Issuer and Guarantor consent to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other Person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement. (h) Prior to the Registered Exchange Offer or any other offering of Securities or Exchange Securities pursuant to any Registration Statement, Issuer and Guarantor shall: (i) arrange, if necessary, for the qualification of the Securities or the Exchange Securities for sale under the laws of such jurisdictions as any Holder or the Managing Underwriters shall reasonably request and will maintain such qualification in effect so long as required, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Securities owned by such Holder; and (ii) cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; provided that in no event shall Guarantor or Issuer be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to taxation or service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject. (i) Issuer and Guarantor shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Exchange Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations (consistent with the Indenture) and registered in such names as Holders may request at least one business day prior to the closing of any Securities. (j) Upon the occurrence of any event contemplated by subsections (b)(ii) through (v) above, Issuer and Guarantor shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 hereof and the Shelf Registration Statement provided for in Section 3(b) hereof shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to sub-Section 4(b) hereof to and including the date when the Initial Purchasers, the Holders and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4; provided that in no event shall Issuer and Guarantor be required to maintain the effectiveness of any Exchange Offer Registration Statement or Shelf Registration Statement beyond the second anniversary of the original issue date of the Securities. As soon as practicable following receipt of notice from Issuer and Guarantor in accordance with Section 4(b) hereof, each Holder and Exchange Dealer agrees to suspend use of the Prospectus until such Holder and Exchange Dealer receive copies of the amended or supplemented Prospectus or until it receives written notice from Issuer and Guarantor that the use of the applicable Prospectus may be resumed. (k) Not later than the effective date of any Registration Statement, Issuer and Guarantor shall provide a CUSIP number for the Securities or the Exchange Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or Exchange Securities, in a form eligible for deposit with The Depository Trust Company. (l) Issuer and Guarantor shall comply with all applicable rules and regulations of the Commission and make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act. (m) Issuer and Guarantor shall cause the Indenture to be qualified under the TIA in a timely manner in connection with the registration of the Exchange Securities or Securities, as the case may be, and cooperate with the Trustee and the Holders to effect such changes to the Indenture (including, without limitation, changing the Trustee) as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable the Indenture to be so qualified in a timely manner. (n) Issuer and Guarantor may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to furnish to Issuer and Guarantor such information regarding the Holder and the distribution of such securities as Issuer and Guarantor may from time to time reasonably require for inclusion in such Registration Statement in accordance with Section 3(b)(iii) hereof. Issuer and Guarantor may exclude from such Shelf Registration Statement the Securities or Exchange Securities of any Holder that unreasonably fails to furnish such information in accordance with Section 3(b)(iii) hereof. (o) In the case of any Shelf Registration Statement, Issuer and Guarantor shall enter into such and take all other appropriate actions (including if requested an underwriting agreement in customary form) in order to expedite or facilitate the registration or the disposition of the Securities or Exchange Securities, and in connection therewith, if an underwriting agreement is entered into pursuant to Section 8 hereof, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 7 hereof (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 7 hereof). Any Underwritten Offering shall be conducted pursuant to Section 8 hereof. (p) Issuer and Guarantor shall use their respective reasonable best efforts to obtain any consent or approval of each governmental agency or authority, whether federal, state or local, even if not expressly provided for herein, which may be required to effect the Registration Statement, the Exchange Offer and the offering and sale of Exchange Securities by Broker-Dealers during the Exchange Offer Registration Period. (q) If a Registered Exchange Offer is to be

Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply: (a) Issuer and Guarantor shall: (i) not less than two Business Days prior to the filing of any Registration Statement or any Prospectus, and not less than one Business Day prior to the filing of any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or Prospectus after the initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, one counsel on behalf of all of the Holders) and make such representatives of Issuer and Guarantor as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, one counsel on behalf of all of the Holders) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, one counsel on behalf of all of the Holders) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, one counsel on behalf of all of the Holders) shall reasonably object within one business day of their receipt of such copy; provided that the requirements of this paragraph shall not apply to Guarantor’s documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act (“Exchange Act Documents”), or any supplement to any Prospectus based on Exchange Act Documents; (ii) in the case of an Exchange Offer Registration Statement, to the extent permitted by the Act, include the information in substantially the form set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in substantially the form set forth in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a Section setting forth details of the Exchange Offer, in substantially the form set forth in Annex C hereto in the underwriting or plan of distribution Section of the Prospectus contained in the Exchange Offer Registration Statement, and in substantially the form set forth in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; and (iii) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities or Exchange Securities pursuant to the Shelf Registration Statement as selling security holders and the applicable information required by Item 507 of Regulation S-K as provided by the Holders. (b) Issuer and Guarantor shall promptly notify the Initial Purchasers, the Holders of Securities or Exchange Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to Issuer and Guarantor a telephone or facsimile number and address for notices, and, if requested by the Initial Purchasers or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until Issuer and Guarantor shall have remedied the basis for such suspension): (i) when a Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission or any state securities authority for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by Issuer and Guarantor of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading. In the case of a Shelf Registration Statement, each Holder and Exchanging Dealer agrees that, upon receipt of any notice from Guarantor or Issuer (a) of the happening of any event of the kind described in paragraph (iii), (iv) or (v) hereof or (b) that they have determined that the continued effectiveness and use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any equity or debt financing, acquisition, reorganization or other material transaction involving Guarantor, such Holder or Exchanging Dealer will forthwith discontinue disposition of the Securities or Exchange Securities pursuant to a Registration Statement until such Holder’s or Exchanging Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(a)(i) hereof or of a notice permitting the resumption of disposition of Securities or Exchange Securities, and, if so directed by the Issuer and Guarantor (at Guarantor’s and Issuer’s expense) or destroy all copies in its possession, other than permanent file copies then in its possession, of the Prospectus covering such Securities or Exchange Securities current at the time of receipt of such notice. If Issuer and Guarantor shall give any such notice to suspend the disposition of Securities or Exchange Securities pursuant to a Registration Statement, Issuer and Guarantor shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions or advice from Issuer and Guarantor that delivery may be resumed. Issuer and Guarantor may give any such notice only three times during any 365 day period and any such suspensions may not exceed 30 days for each suspension and there may not be more than three suspensions in effect during any 365 day period. (c) Issuer and Guarantor shall use their respective reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time. (d) Issuer and Guarantor shall (i) use their respective reasonable best efforts to list the Exchange Securities on the Luxembourg Stock Exchange as soon as practicable after consummation of the Registered Exchange Offer; and (ii) file with the relevant authorities such documents and materials as may be required to establish and maintain the listing of the Exchange Securities on the Luxembourg Stock Exchange. (e) Issuer and Guarantor shall, during the Shelf Registration Period, deliver to each Holder of Securities or Exchange Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. Issuer and Guarantor consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of securities in connection with the offering and sale of the securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. (f) Issuer and Guarantor shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including, upon written request, all material incorporated by reference therein, and all exhibits thereto (including exhibits incorporated by reference therein). (g) Issuer and Guarantor shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may reasonably request. Issuer and Guarantor consent to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other Person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement. (h) Prior to the Registered Exchange Offer or any other offering of Securities or Exchange Securities pursuant to any Registration Statement, Issuer and Guarantor shall: (i) arrange, if necessary, for the qualification of the Securities or the Exchange Securities for sale under the laws of such jurisdictions as any Holder or the Managing Underwriters shall reasonably request and will maintain such qualification in effect so long as required, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Securities owned by such Holder; and (ii) cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; provided that in no event shall Guarantor or Issuer be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to taxation or service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject. (i) Issuer and Guarantor shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Exchange Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations (consistent with the Indenture) and registered in such names as Holders may request at least one business day prior to the closing of any Securities. (j) Upon the occurrence of any event contemplated by subsections (b)(ii) through (v) above, Issuer and Guarantor shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 Section2 hereof and the Shelf Registration Statement provided for in Section 3(bSection3(b) hereof shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to sub-Section 4(b) hereof to and including the date when the Initial Purchasers, the Holders and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4Section4; provided that in no event shall Issuer and Guarantor be required to maintain the effectiveness of any Exchange Offer Registration Statement or Shelf Registration Statement beyond the second anniversary of the original issue date of the Securities. As soon as practicable following receipt of notice from Issuer and Guarantor in accordance with Section 4(b) hereof, each Holder and Exchange Dealer agrees to suspend use of the Prospectus until such Holder and Exchange Dealer receive copies of the amended or supplemented Prospectus or until it receives written notice from Issuer and Guarantor that the use of the applicable Prospectus may be resumed. (k) Not later than the effective date of any Registration Statement, Issuer and Guarantor shall provide a CUSIP number for the Securities or the Exchange Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or Exchange Securities, in a form eligible for deposit with The Depository Trust Company. (l) Issuer and Guarantor shall comply with all applicable rules and regulations of the Commission and make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act. (m) Issuer and Guarantor shall cause the Indenture to be qualified under the TIA in a timely manner in connection with the registration of the Exchange Securities or Securities, as the case may be, and cooperate with the Trustee and the Holders to effect such changes to the Indenture (including, without limitation, changing the Trustee) as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable the Indenture to be so qualified in a timely manner. (n) Issuer and Guarantor may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to furnish to Issuer and Guarantor such information regarding the Holder and the distribution of such securities as Issuer and Guarantor may from time to time reasonably require for inclusion in such Registration Statement in accordance with Section 3(b)(iiiSection3(b)(iii) hereof. Issuer and Guarantor may exclude from such Shelf Registration Statement the Securities or Exchange Securities of any Holder that unreasonably fails to furnish such information in accordance with Section 3(b)(iii) hereof. (o) In the case of any Shelf Registration Statement, Issuer and Guarantor shall enter into such and take all other appropriate actions (including if requested an underwriting agreement in customary form) in order to expedite or facilitate the registration or the disposition of the Securities or Exchange Securities, and in connection therewith, if an underwriting agreement is entered into pursuant to Section 8 hereof, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 7 hereof (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 7 Section7 hereof). Any Underwritten Offering shall be conducted pursuant to Section 8 hereof. (p) Issuer and Guarantor shall use their respective reasonable best efforts to obtain any consent or approval of each governmental agency or authority, whether federal, state or local, even if not expressly provided for herein, which may be required to effect the Registration Statement, the Exchange Offer and the offering and sale of Exchange Securities by Broker-Dealers during the Exchange Offer Registration Period. (q) If a Registered Exchange Offer is to bebe cons