DAYS
PRIOR TO SUCH FILING AND IN THE CASE OF CLAUSE (III) BELOW, ON THE SAME DAY OF
RECEIPT BY THE COMPANY OF SUCH NOTICE FROM THE COMMISSION OR FEDERAL OR STATE
GOVERNMENTAL AUTHORITY) AND (IF REQUESTED BY ANY SUCH PERSON) CONFIRM SUCH
NOTICE IN
WRITING NO LATER THAN ONE TRADING DAY FOLLOWING THE DAY (I)(A) WHEN A PROSPECTUS
OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO A REGISTRATION
STATEMENT IS PROPOSED TO BE FILED, ; (B) WHEN THE COMMISSION NOTIFIES THE
COMPANY WHETHER THERE WILL BE A "REVIEW" OF SUCH REGISTRATION STATEMENT AND
WHENEVER THE COMMISSION COMMENTS IN WRITING ON SUCH REGISTRATION STATEMENT (THE
COMPANY SHALL PROVIDE TRUE AND COMPLETE COPIES THEREOF AND ALL WRITTEN RESPONSES
THERETO TO EACH OF THE HOLDERS, EXCEPT TO THE EXTENT THE COMPANY REQUESTS THAT
SUCH RESPONSES BE EXEMPT FROM REQUESTS UNDER THE FREEDOM OF INFORMATION ACT);
AND (C) WITH RESPECT TO A REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE; (II) OF ANY REQUEST BY THE
COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY FOR AMENDMENTS
OR SUPPLEMENTS TO A REGISTRATION STATEMENT OR PROSPECTUS OR FOR ADDITIONAL
INFORMATION; (III) OF THE ISSUANCE BY THE COMMISSION OR ANY OTHER FEDERAL OR
STATE GOVERNMENTAL AUTHORITY OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF A
REGISTRATION STATEMENT COVERING ANY OR ALL OF THE REGISTRABLE SECURITIES OR THE
INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE; (IV) OF THE RECEIPT BY THE
COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION
OR EXEMPTION FROM QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN
ANY JURISDICTION, OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE; (V) OF THE OCCURRENCE OF ANY EVENT OR PASSAGE OF TIME THAT MAKES THE
FINANCIAL STATEMENTS INCLUDED IN A REGISTRATION STATEMENT INELIGIBLE FOR
INCLUSION THEREIN OR ANY STATEMENT MADE IN A REGISTRATION STATEMENT OR
PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY
REFERENCE UNTRUE IN ANY MATERIAL RESPECT OR THAT REQUIRES ANY REVISIONS TO A
REGISTRATION STATEMENT, PROSPECTUS OR OTHER DOCUMENTS SO THAT, IN THE CASE OF A
REGISTRATION STATEMENT OR THE PROSPECTUS, AS THE CASE MAY BE, IT 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,
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; AND
(VI) OF THE OCCURRENCE OR EXISTENCE OF ANY PENDING CORPORATE DEVELOPMENT WITH
RESPECT TO THE COMPANY THAT THE COMPANY REASONABLY BELIEVES IS MATERIAL AND
THAT, IN THE DETERMINATION OF THE COMPANY, MAKES IT NOT IN THE BEST INTEREST OF
THE COMPANY TO ALLOW CONTINUED AVAILABILITY OF A REGISTRATION STATEMENT OR
PROSPECTUS; PROVIDED, THAT, ALL OF SUCH INFORMATION SHALL REMAIN CONFIDENTIAL TO
EACH HOLDER (OTHER THAN DISCLOSURE TO HOLDER'S EMPLOYEES, AGENTS, AFFILIATES,
ACCOUNTANTS, ATTORNEYS AND ADVISORS) UNTIL SUCH INFORMATION OTHERWISE BECOMES
PUBLIC, UNLESS DISCLOSURE BY A HOLDER IS REQUIRED BY LAW; PROVIDED, FURTHER,
NOTWITHSTANDING EACH HOLDER'S AGREEMENT TO