THE DISPOSITION OF
ALL REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT IN ACCORDANCE
WITH EACH HOLDER'S INTENDED METHOD OF DISPOSITION SET FORTH IN THE REGISTRATION
STATEMENT;
(B)
FURNISH TO EACH HOLDER OFFERING REGISTRABLE SECURITIES UNDER THE
REGISTRATION STATEMENT (A) AFTER THE SAME IS PREPARED AND PUBLICLY DISTRIBUTED,
FILED WITH THE COMMISSION, OR RECEIVED BY THE COMPANY, ONE COPY OF THE
REGISTRATION STATEMENT, EACH PROSPECTUS, EACH ISSUER FREE WRITING PROSPECTUS,
AND EACH AMENDMENT OR SUPPLEMENT TO ANY OF THE FOREGOING, AND (B) SUCH NUMBER OF
COPIES OF THE PROSPECTUS, EACH ISSUER FREE WRITING PROSPECTUS, AND ALL
AMENDMENTS AND SUPPLEMENTS THERETO, AS THE HOLDERS MAY REASONABLY REQUEST TO
FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY THE HOLDERS;
4
(C)
REGISTER OR QUALIFY THE REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENT UNDER THE SECURITIES OR "BLUE SKY" LAWS OF SUCH
JURISDICTIONS WITHIN THE UNITED STATES AS EACH HOLDER SHALL REASONABLY REQUEST
UNLESS AN AVAILABLE EXEMPTION TO SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS
IS THEN AVAILABLE; PROVIDED THAT THE COMPANY SHALL NOT BE OBLIGATED TO REGISTER
OR QUALIFY SUCH REGISTRABLE SECURITIES IN ANY JURISDICTION IN WHICH SUCH
REGISTRATION OR QUALIFICATION WOULD REQUIRE THE COMPANY (A) TO SUBJECT ITSELF TO
GENERAL TAXATION IN ANY SUCH JURISDICTION, (B) FILE ANY GENERAL CONSENT TO
SERVICE OF PROCESS, OR (C) TO QUALIFY TO DO BUSINESS IN ANY JURISDICTION WHERE
IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 3(C);
(D)
TIMELY FILE WITH THE COMMISSION SUCH INFORMATION AS THE COMMISSION
MAY PRESCRIBE UNDER SECTIONS 13 OR 15(D) OF THE EXCHANGE ACT, AND OTHERWISE USE
COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE PUBLIC INFORMATION
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT ARE SATISFIED WITH RESPECT TO
THE COMPANY;
(E)
NOTIFY THE HOLDERS PROMPTLY IN WRITING (A) OF ANY COMMENTS BY THE
COMMISSION WITH RESPECT TO THE REGISTRATION STATEMENT OR THE PROSPECTUS, OR ANY
REQUEST BY THE COMMISSION FOR THE AMENDING OR SUPPLEMENTING THEREOF OR FOR
ADDITIONAL INFORMATION WITH RESPECT THERETO, (B) OF THE ISSUANCE BY THE
COMMISSION OF ANY STOP ORDER OR OTHER SUSPENSION OF THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT WHICH IS KNOWN TO THE COMPANY OR THE INITIATION OF ANY
PROCEEDINGS FOR THAT PURPOSE WHICH ARE KNOWN TO THE COMPANY AND (C) OF THE
RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE
QUALIFICATION OF SUCH REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION OR THE
INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH PURPOSES; AND
(F)
AS PROMPTLY AS PRACTICABLE AFTER BECOMING AWARE OF SUCH EVENT,
NOTIFY THE HOLDERS OF THE OCCURRENCE OF ANY EVENT OF WHICH THE COMPANY HAS
KNOWLEDGE, AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN THE REGISTRATION
STATEMENT, AS THEN IN EFFECT, OR ANY ISSUER FREE WRITING PROSPECTUS, TAKEN AS A
WHOLE WITH THE PROSPECTUS, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE