REGISTRABLE SECURITIES BEING SOLD, DATED THE EFFECTIVE DATE OF SUCH REGISTRATION
STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO (AND, IF SUCH REGISTRATION
INCLUDES AN UNDERWRITTEN PUBLIC OFFERING, DATED THE DATE OF THE CLOSING UNDER
THE UNDERWRITING AGREEMENT), WITH RESPECT TO THE REGISTRATION STATEMENT, AS
AMENDED AND SUPPLEMENTED, AND SUCH OTHER DOCUMENTS RELATING THERETO IN CUSTOMARY
FORM AND COVERING SUCH MATTERS OF THE TYPE CUSTOMARILY COVERED BY LEGAL OPINIONS
OF SUCH NATURE; AND
(XVII)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO TAKE OR
CAUSE TO BE TAKEN ALL OTHER ACTIONS, AND DO AND CAUSE TO BE DONE ALL OTHER
THINGS, NECESSARY OR REASONABLY ADVISABLE IN THE OPINION OF ANY SELLER OF
REGISTRABLE SECURITIES TO EFFECT THE REGISTRATION OF SUCH REGISTRABLE SECURITIES
CONTEMPLATED HEREBY.
(B)
THE COMPANY AGREES NOT TO FILE OR MAKE ANY
AMENDMENT TO ANY REGISTRATION STATEMENT WITH RESPECT TO ANY REGISTRABLE
SECURITIES, OR ANY AMENDMENT OF OR SUPPLEMENT TO THE PROSPECTUS USED IN
CONNECTION THEREWITH, OR ANY FREE WRITING PROSPECTUS UNDER RULE 433 UNDER THE
SECURITIES ACT, THAT REFERS TO ANY HOLDER COVERED THEREBY BY NAME, OR OTHERWISE
IDENTIFIES SUCH HOLDER AS THE HOLDER OF ANY SECURITIES OF THE COMPANY, WITHOUT
THE CONSENT OF SUCH HOLDER, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR
DELAYED, UNLESS AND TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW.
10
(C)
THE COMPANY MAY REQUIRE EACH HOLDER OF
REGISTRABLE SECURITIES AS TO WHICH ANY REGISTRATION IS BEING EFFECTED TO FURNISH
THE COMPANY WITH SUCH INFORMATION REGARDING SUCH HOLDER AND PERTINENT TO THE
DISCLOSURE REQUIREMENTS RELATING TO THE REGISTRATION AND THE DISTRIBUTION OF
SUCH SECURITIES AS THE COMPANY MAY FROM TIME TO TIME REASONABLY REQUEST IN
WRITING.
4.
REGISTRATION EXPENSES.
(A)
EXCEPT AS OTHERWISE PROVIDED FOR HEREIN
(INCLUDING WITH RESPECT TO THE SELLING EXPENSES, WHICH WILL BE BORNE BY THE
HOLDERS OF THE SECURITIES SO REGISTERED AS DESCRIBED BELOW), ALL EXPENSES
INCIDENTAL TO THE COMPANY'S PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ALL REGISTRATION AND FILING FEES, FEES AND
EXPENSES OF COMPLIANCE WITH SECURITIES OR BLUE SKY LAWS, WORD PROCESSING,
DUPLICATING AND PRINTING EXPENSES, MESSENGER AND DELIVERY EXPENSES, AND FEES AND
DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND ALL INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS, UNDERWRITERS AND OTHER PERSONS RETAINED BY THE COMPANY (ALL SUCH
EXPENSES, "REGISTRATION EXPENSES"), WILL BE BORNE AS PROVIDED IN THIS AGREEMENT,
EXCEPT THAT THE COMPANY WILL, IN ANY EVENT, PAY ITS INTERNAL EXPENSES
(INCLUDING, WITHOUT LIMITATION, ALL SALARIES AND EXPENSES OF ITS OFFICERS AND
EMPLOYEES PERFORMING LEGAL OR ACCOUNTING DUTIES), THE EXPENSES OF ANY ANNUAL
AUDIT OR QUARTERLY REVIEW, THE EXPENSES OF ANY LIABILITY INSURANCE AND THE
EXPENSES AND FEES FOR LISTING THE SECURITIES TO BE REGISTERED ON EACH SECURITIES
EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED OR ON
THE NEW YORK STOCK EXCHANGE OR THE NASDAQ STOCK MARKET LLC.
ALL SELLING
EXPENSES WILL BE BORNE BY THE HOLDERS OF THE SECURITIES SO REGISTERED PRO RATA
ON THE BASIS OF THE NUMBER OF THEIR SHARES SO REGISTERED.
(B)
IN CONNECTION WITH EACH REGISTRATION