2.6 AND THE
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, THE
COMPANY CONSENTS TO THE USE OF THE PROSPECTUS, ANY AMENDMENT OR SUPPLEMENT
THERETO AND ANY ISSUER FREE WRITING PROSPECTUS BY EACH SELLER AND THE
UNDERWRITERS IN CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE
SECURITIES COVERED BY THE REGISTRATION STATEMENT OF WHICH SUCH PROSPECTUS,
AMENDMENT OR SUPPLEMENT IS A PART);
(V)
USE ITS REASONABLE BEST EFFORTS TO REGISTER OR QUALIFY SUCH
REGISTRABLE SECURITIES UNDER SUCH OTHER SECURITIES OR "BLUE SKY" LAWS OF SUCH
JURISDICTIONS AS THE MANAGING UNDERWRITER REASONABLY REQUESTS (OR, IN THE EVENT
THE REGISTRATION STATEMENT DOES NOT RELATE TO AN UNDERWRITTEN OFFERING, AS THE
HOLDERS OF A MAJORITY OF SUCH REGISTRABLE SECURITIES MAY REASONABLY REQUEST);
USE ITS REASONABLE BEST EFFORTS TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION
(OR EXEMPTION THEREFROM) EFFECTIVE DURING THE PERIOD IN WHICH SUCH REGISTRATION
STATEMENT IS REQUIRED TO BE KEPT EFFECTIVE; AND DO ANY AND ALL OTHER ACTS AND
THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE EACH SELLER TO
CONSUMMATE THE DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY SUCH SELLER IN
SUCH JURISDICTIONS (PROVIDED, HOWEVER, THAT THE COMPANY WILL NOT BE REQUIRED TO
(A) QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT
OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SUBPARAGRAPH OR (B) CONSENT TO
GENERAL SERVICE OF PROCESS IN ANY SUCH JURISDICTION);
(VI)
PROMPTLY NOTIFY EACH SELLER AND EACH UNDERWRITER AND (IF REQUESTED
BY ANY SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING (A) WHEN A REGISTRATION
STATEMENT OR ANY ISSUER FREE WRITING PROSPECTUS USED IN CONNECTION THEREWITH, A
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS BEEN
FILED AND, WITH RESPECT TO A REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE, (B) OF THE ISSUANCE BY ANY STATE
SECURITIES OR OTHER REGULATORY AUTHORITY OF ANY ORDER SUSPENDING THE
QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY OF THE REGISTRABLE
SECURITIES UNDER STATE SECURITIES OR "BLUE SKY" LAWS OR THE INITIATION OF ANY
PROCEEDINGS FOR THAT PURPOSE, AND (C) OF THE HAPPENING OF ANY EVENT WHICH MAKES
ANY STATEMENT MADE IN A REGISTRATION STATEMENT OR RELATED PROSPECTUS OR ISSUER
FREE WRITING PROSPECTUS UNTRUE OR WHICH REQUIRES THE MAKING OF ANY CHANGES IN
SUCH REGISTRATION STATEMENT, PROSPECTUS, ISSUER FREE WRITING PROSPECTUS OR
DOCUMENTS SO THAT THEY WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING, AND, AS PROMPTLY AS PRACTICABLE
THEREAFTER, PREPARE AND FILE WITH THE SEC AND FURNISH A SUPPLEMENT OR AMENDMENT
TO SUCH PROSPECTUS OR ADDITIONAL ISSUER FREE WRITING PROSPECTUS SO THAT, AS
THEREAFTER DELIVERABLE TO THE PURCHASERS OF SUCH REGISTRABLE SECURITIES, SUCH
PROSPECTUS WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING;
(VII)
PERMIT ANY SELLING HOLDER, WHICH IN