A SUPPLY OF SUCH CERTIFICATES;
(XIII)
PROMPTLY MAKE AVAILABLE FOR INSPECTION BY ANY SELLER, ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO ANY REGISTRATION
STATEMENT, AND ANY ATTORNEY,
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ACCOUNTANT OR OTHER AGENT OR REPRESENTATIVE RETAINED BY ANY SUCH SELLER OR
UNDERWRITER (COLLECTIVELY, THE "INSPECTORS"), ALL FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AS SHALL BE
REASONABLY NECESSARY TO ENABLE THEM TO EXERCISE THEIR DUE DILIGENCE
RESPONSIBILITY, AND CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO
SUPPLY ALL INFORMATION REQUESTED BY ANY SUCH INSPECTOR IN CONNECTION WITH SUCH
REGISTRATION STATEMENT;
(XIV)
FURNISH TO EACH SELLER AND UNDERWRITER A SIGNED COUNTERPART OF
(A) AN OPINION OR OPINIONS OF COUNSEL TO THE COMPANY, AND (B) A COMFORT LETTER
OR COMFORT LETTERS FROM THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS,
EACH IN CUSTOMARY FORM AND COVERING SUCH MATTERS OF THE TYPE CUSTOMARILY COVERED
BY OPINIONS OR COMFORT LETTERS, AS THE CASE MAY BE, AS THE SELLERS OR MANAGING
UNDERWRITER REASONABLY REQUESTS (EACH SUCH OPINION AND COMFORT LETTER TO BE
ADDRESSED TO BOTH THE SELLER AND UNDERWRITER, IF REASONABLY POSSIBLE);
(XV)
USE ITS REASONABLE BEST EFFORTS TO CAUSE THE REGISTRABLE SECURITIES
INCLUDED IN ANY REGISTRATION STATEMENT TO BE LISTED ON EACH SECURITIES EXCHANGE,
IF ANY, ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED;
(XVI)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL REGISTRABLE
SECURITIES REGISTERED HEREUNDER;
(XVII)
COOPERATE WITH EACH SELLER AND EACH UNDERWRITER PARTICIPATING IN
THE DISPOSITION OF SUCH REGISTRABLE SECURITIES AND THEIR RESPECTIVE COUNSEL IN
CONNECTION WITH ANY FILINGS REQUIRED TO BE MADE WITH THE FINANCIAL INDUSTRY
REGULATORY AUTHORITY;
(XVIII)
DURING THE PERIOD WHEN THE PROSPECTUS IS REQUIRED TO BE DELIVERED
UNDER THE SECURITIES ACT, PROMPTLY FILE ALL DOCUMENTS REQUIRED TO BE FILED WITH
THE SEC PURSUANT TO SECTIONS 13(A), 13(C), 14 OR 15(D) OF THE EXCHANGE ACT;
(XIX)
NOTIFY EACH SELLER OF REGISTRABLE SECURITIES PROMPTLY OF ANY
REQUEST BY THE SEC FOR THE AMENDING OR SUPPLEMENTING OF SUCH REGISTRATION
STATEMENT OR PROSPECTUS OR FOR ADDITIONAL INFORMATION;
(XX)
ENTER INTO SUCH AGREEMENTS (INCLUDING UNDERWRITING AGREEMENTS IN
THE MANAGING UNDERWRITER'S CUSTOMARY FORM) AS ARE CUSTOMARY IN CONNECTION WITH
AN UNDERWRITTEN REGISTRATION; AND
(XXI)
ADVISE EACH SELLER OF SUCH REGISTRABLE SECURITIES, PROMPTLY AFTER
IT SHALL RECEIVE NOTICE OR OBTAIN KNOWLEDGE THEREOF, OF THE ISSUANCE OF ANY STOP
ORDER BY THE SEC SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT OR
THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE AND PROMPTLY
USE ITS REASONABLE BEST EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR TO
OBTAIN ITS WITHDRAWAL AT THE EARLIEST POSSIBLE MOMENT IF SUCH STOP ORDER SHOULD
BE ISSUED.
2.6.
SUSPENSION OF DISPOSITIONS.
EACH HOLDER AGREES BY ACQUISITION OF
ANY REGISTRABLE SECURITIES THAT, UPON RECEIPT OF ANY NOTICE (A "SUSPENSION
NOTICE") FROM THE COMPANY OF THE
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HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 2.5(VI)(C) SUCH HOLDER
WILL FORTHWITH DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES UNTIL SUCH
HOLDER'S RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS, OR
UNTIL IT