INITIATION OR
THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE;
(D)
OF ANY REQUEST BY THE COMMISSION FOR
AMENDMENTS OR SUPPLEMENTS TO ANY REGISTRATION STATEMENT OR THE PROSPECTUS
INCLUDED THEREIN OR FOR ADDITIONAL INFORMATION; AND
(E)
OF THE HAPPENING OF ANY EVENT THAT REQUIRES
THE COMPANY TO MAKE CHANGES IN ANY EFFECTIVE REGISTRATION STATEMENT OR THE
PROSPECTUS RELATED TO THE REGISTRATION STATEMENT IN ORDER TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING (WHICH NOTICE SHALL BE ACCOMPANIED BY AN INSTRUCTION TO
SUSPEND THE USE OF THE PROSPECTUS UNTIL THE REQUISITE CHANGES HAVE BEEN MADE);
(VII)
USE ITS REASONABLE BEST EFFORTS TO PREVENT THE
ISSUANCE OR OBTAIN THE WITHDRAWAL OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF
ANY REGISTRATION STATEMENT REFERRED TO IN SECTION 10(C)(VI)(B) AT THE EARLIEST
PRACTICABLE TIME;
(VIII)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY
SECTION 10(C)(V) OR SECTION 10(C)(VI)(E), PROMPTLY PREPARE A POST-EFFECTIVE
AMENDMENT TO SUCH REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED
PROSPECTUS OR FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED
TO THE HOLDERS AND ANY UNDERWRITERS, THE PROSPECTUS WILL NOT CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING. IF THE COMPANY NOTIFIES THE HOLDERS IN ACCORDANCE WITH
SECTION 10(C)(V) OR SECTION 10(C)(VI)(E) TO SUSPEND THE USE OF THE PROSPECTUS
UNTIL THE REQUISITE CHANGES TO THE PROSPECTUS HAVE BEEN MADE, THEN THE HOLDERS
AND ANY UNDERWRITERS SHALL SUSPEND USE OF SUCH PROSPECTUS AND USE THEIR
REASONABLE BEST EFFORTS TO RETURN TO THE COMPANY ALL COPIES OF SUCH PROSPECTUS
(AT THE COMPANY'S EXPENSE) OTHER THAN PERMANENT FILE COPIES THEN IN SUCH
HOLDER'S OR UNDERWRITER'S POSSESSION.
THE TOTAL NUMBER OF DAYS THAT ANY SUCH
SUSPENSION MAY BE IN EFFECT IN ANY ONE-YEAR PERIOD SHALL NOT EXCEED 90 DAYS;
35
(IX)
WITH RESPECT TO ANY UNDERWRITTEN OFFERING
EFFECTED PURSUANT TO THE TERMS OF THIS SECTION 10, ENTER INTO AN UNDERWRITING
AGREEMENT IN CUSTOMARY FORM, SCOPE AND SUBSTANCE AND TAKE ALL SUCH OTHER ACTIONS
REASONABLY REQUESTED BY THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES
BEING SOLD IN CONNECTION THEREWITH OR BY THE MANAGING UNDERWRITER(S), IF ANY, TO
USE REASONABLE BEST EFFORTS TO EXPEDITE OR FACILITATE THE UNDERWRITTEN
DISPOSITION OF SUCH REGISTRABLE SECURITIES, INCLUDING (A) MAKING SUCH
REPRESENTATIONS AND WARRANTIES TO THE MANAGING UNDERWRITER(S), IF ANY, WITH
RESPECT TO THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, AND THE
REGISTRATION STATEMENT, PROSPECTUS AND DOCUMENTS, IF ANY, INCORPORATED OR DEEMED
TO BE INCORPORATED BY REFERENCE THEREIN, IN EACH CASE, IN CUSTOMARY FORM,
SUBSTANCE AND SCOPE, AND, IF TRUE, CONFIRM THE SAME IF AND WHEN REQUESTED;
(B) USING ITS COMMERCIALLY REASONABLE BEST EFFORTS TO FURNISH UNDERWRITERS
OPINIONS OF COUNSEL TO THE COMPANY, ADDRESSED TO THE MANAGING UNDERWRITER(S), IF
ANY, COVERING THE MATTERS CUSTOMARILY COVERED IN SUCH OPINIONS REQUESTED IN
UNDERWRITTEN OFFERINGS; (C) USING ITS COMMERCIALLY REASONABLE BEST EFFORTS TO
OBTAIN "COLD COMFORT" LETTERS FROM THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
OF THE COMPANY (AND,