REASONABLE EFFORTS TO (I) REGISTER AND QUALIFY THE REGISTRABLE
SECURITIES COVERED BY THE REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR
BLUE SKY LAWS OF SUCH JURISDICTIONS REASONABLY REQUESTED BY THE HOLDER, (II)
PREPARE AND FILE IN THOSE JURISDICTIONS ALL REQUIRED AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS, (III) TAKE SUCH OTHER ACTIONS AS MAY
BE NECESSARY TO MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN EFFECT AT ALL
TIMES THE REGISTRATION STATEMENT IS IN EFFECT, AND (IV) TAKE ALL OTHER ACTIONS
NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION OF SUCH SECURITIES IN ALL SUCH
JURISDICTIONS; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED IN
CONNECTION THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO BUSINESS IN ANY
JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS
ARTICLE IV;
(V)
USE ITS BEST EFFORTS TO PREPARE A SUPPLEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO CORRECT ANY UNTRUE STATEMENT OR OMISSION, AND DELIVER
A NUMBER OF COPIES OF SUCH SUPPLEMENT OR AMENDMENT TO THE HOLDER AS HE, SHE OR
IT MAY REASONABLY REQUEST;
(VI)
PROMPTLY NOTIFY THE HOLDER (OR, IN THE EVENT OF AN UNDERWRITTEN
OFFERING, THE MANAGING UNDERWRITERS) OF THE ISSUANCE BY THE SEC OF ANY STOP
ORDER OR OTHER SUSPENSION OF EFFECTIVENESS OF THE REGISTRATION STATEMENT, AND
MAKE EVERY REASONABLE EFFORT TO OBTAIN THE WITHDRAWAL OF ANY ORDER SUSPENDING
THE EFFECTIVENESS OF THE REGISTRATION STATEMENT AT THE EARLIEST POSSIBLE TIME;
(VII)
PROVIDE A TRANSFER AGENT AND REGISTRAR, WHICH MAY BE A SINGLE ENTITY,
FOR THE REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT; AND
(VIII)
COOPERATE WITH THE HOLDER TO ENABLE SUCH CERTIFICATES TO BE IN SUCH
DENOMINATIONS OR AMOUNTS, AS THE CASE MAY BE, AND REGISTERED IN SUCH NAMES AS
THE MANAGING UNDERWRITER OR UNDERWRITERS, IF ANY, OR THE HOLDER MAY REASONABLY
REQUEST IN ORDER FOR THE HOLDER AND THE MANAGING UNDERWRITER OR UNDERWRITERS, IF
ANY, TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES (NOT
BEARING ANY RESTRICTIVE LEGENDS) REPRESENTING REGISTRABLE SECURITIES TO BE SOLD
PURSUANT TO THE REGISTRATION STATEMENT.
(C)
OBLIGATIONS OF THE HOLDER.
(I)
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO
TAKE ANY ACTION PURSUANT TO THIS DEBENTURE WITH RESPECT TO THE HOLDER THAT THE
HOLDER SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING THE HOLDER, THE
REGISTRABLE SECURITIES HELD BY THE HOLDER AND THE INTENDED METHOD OF DISPOSITION
OF SUCH SECURITIES AS SHALL BE REASONABLY REQUIRED TO EFFECT THE REGISTRATION OF
THE REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS AND AGREEMENTS IN
CONNECTION WITH SUCH REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
AT
LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE FIRST ANTICIPATED FILING DATE OF THE
REGISTRATION STATEMENT, THE COMPANY SHALL NOTIFY THE HOLDER OF THE INFORMATION
THE COMPANY REQUIRES FROM HE, SHE OR IT (THE "REQUESTED INFORMATION") IF HE, SHE
OR IT ELECTS TO HAVE ANY OF ITS REGISTRABLE SECURITIES INCLUDED IN THE
REGISTRATION STATEMENT.
IF WITHIN THREE (3) BUSINESS DAYS OF THE FILING DATE
THE COMPANY HAS NOT