REGISTRABLE SECURITIES ARE INCLUDED IN ANY REGISTRATION STATEMENT, WITHOUT
CHARGE,
(I) PROMPTLY AFTER THE SAME IS PREPARED AND FILED WITH THE SEC, AT
LEAST ONE COPY OF SUCH REGISTRATION STATEMENT AND ANY AMENDMENT(S) THERETO,
INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS, INCLUDING EXHIBITS,
INCORPORATED THEREIN BY REFERENCE, IF REQUESTED BY AN INVESTOR AND NOT OTHERWISE
AVAILABLE ON THE EDGAR SYSTEM, AND EACH PRELIMINARY PROSPECTUS, (II) UPON THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT (BUT IN NO EVENT LATER THAN TWO
BUSINESS DAYS AFTER THE EFFECTIVE DATE), TEN (10) COPIES OF THE PROSPECTUS
INCLUDED IN SUCH REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS
THERETO (OR SUCH OTHER NUMBER OF COPIES AS SUCH INVESTOR MAY REASONABLY REQUEST)
AND (III) SUCH OTHER DOCUMENTS, INCLUDING COPIES OF ANY PRELIMINARY OR FINAL
PROSPECTUS, AS SUCH INVESTOR MAY REASONABLY REQUEST FROM TIME TO TIME IN ORDER
TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY SUCH
INVESTOR.
(E)
THE COMPANY SHALL USE ITS BEST EFFORTS TO
(I) REGISTER AND QUALIFY, UNLESS AN EXEMPTION FROM REGISTRATION AND
QUALIFICATION APPLIES, THE RESALE BY INVESTORS OF THE REGISTRABLE SECURITIES
COVERED BY A REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR "BLUE SKY"
LAWS OF SUCH JURISDICTIONS IN THE UNITED STATES AS THE INVESTOR MAY REASONABLY
REQUEST, (II) PREPARE AND FILE IN THOSE JURISDICTIONS, SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO SUCH REGISTRATIONS AND
QUALIFICATIONS AS MAY BE NECESSARY TO MAINTAIN THE EFFECTIVENESS THEREOF DURING
THE REGISTRATION PERIOD, (III) TAKE SUCH OTHER ACTIONS AS MAY BE NECESSARY TO
MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN EFFECT AT ALL TIMES DURING THE
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REGISTRATION PERIOD, AND (IV) TAKE ALL OTHER ACTIONS REASONABLY NECESSARY OR
ADVISABLE TO QUALIFY THE REGISTRABLE SECURITIES FOR SALE IN SUCH JURISDICTIONS;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION
THEREWITH OR AS A CONDITION THERETO TO (X) QUALIFY TO DO BUSINESS IN ANY
JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS
SECTION 3(E), (Y) SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH JURISDICTION,
OR (Z) FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH JURISDICTION.
THE COMPANY SHALL PROMPTLY NOTIFY LEGAL COUNSEL AND EACH INVESTOR WHO HOLDS
REGISTRABLE SECURITIES OF THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH
RESPECT TO THE SUSPENSION OF THE REGISTRATION OR QUALIFICATION OF ANY OF THE
REGISTRABLE SECURITIES FOR SALE UNDER THE SECURITIES OR "BLUE SKY" LAWS OF ANY
JURISDICTION IN THE UNITED STATES OR ITS RECEIPT OF ACTUAL NOTICE OF THE
INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE.
(F)
THE COMPANY SHALL NOTIFY LEGAL COUNSEL
AND EACH INVESTOR IN WRITING OF THE HAPPENING OF ANY EVENT, AS PROMPTLY AS
PRACTICABLE AFTER BECOMING AWARE OF SUCH EVENT, AS A RESULT OF WHICH THE
PROSPECTUS INCLUDED IN A REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES AN
UNTRUE STATEMENT OF A MATERIAL FACT OR OMISSION TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY