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 THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
The Company shall promptly furnish to the Special Counsel, without charge, (i)
any correspondence from the Commission or the Commission's staff to the Company
or its representatives relating to any Registration Statement, and (ii) promptly
after the same is prepared and filed with the Commission, a copy of any written
response to the correspondence received from the Commission.
(D)
USE ITS BEST EFFORTS TO AVOID THE ISSUANCE
OF, OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF, (I) ANY ORDER SUSPENDING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT, OR (II) ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY U.S. JURISDICTION, AT THE EARLIEST PRACTICABLE
MOMENT.
(E)
IF REQUESTED BY THE HOLDER, (I) PROMPTLY
INCORPORATE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT SUCH INFORMATION AS THE COMPANY REASONABLY AGREES SHOULD
BE INCLUDED THEREIN, AND (II) MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS
SUPPLEMENT OR SUCH POST-EFFECTIVE AMENDMENT AS SOON AS PRACTICABLE AFTER THE
COMPANY HAS RECEIVED NOTIFICATION OF THE MATTERS TO BE INCORPORATED IN SUCH
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT.
(F)
FURNISH TO THE HOLDER AND ANY SPECIAL
COUNSEL, WITHOUT CHARGE, AT LEAST ONE CONFORMED COPY OF EACH REGISTRATION
STATEMENT AND EACH AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND
SCHEDULES, ALL DOCUMENTS INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY
REFERENCE, AND ALL EXHIBITS TO THE EXTENT REQUESTED BY SUCH PERSON (INCLUDING
THOSE PREVIOUSLY FURNISHED OR INCORPORATED BY REFERENCE) PROMPTLY AFTER THE
FILING OF SUCH DOCUMENTS WITH THE COMMISSION.
(G)
PROMPTLY DELIVER TO THE HOLDER AND ANY
SPECIAL COUNSEL, WITHOUT CHARGE, AS MANY COPIES OF THE REGISTRATION STATEMENT,
PROSPECTUS OR PROSPECTUSES (INCLUDING EACH FORM OF PROSPECTUS) AND EACH
AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY REASONABLY REQUEST; AND THE
COMPANY HEREBY CONSENTS TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR
SUPPLEMENT THERETO BY THE SELLING HOLDER IN CONNECTION WITH THE OFFERING AND
SALE OF THE REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT
OR SUPPLEMENT THERETO. SHOULD HOLDER OFFER OR SELL THE REGISTRABLE SECURITIES,
HOLDER AGREES TO COMPLY WITH ALL APPLICABLE SECURITIES LAWS.
(H)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE
SECURITIES, USE ITS BEST EFFORTS TO REGISTER OR QUALIFY OR COOPERATE WITH THE
SELLING HOLDER AND ANY SPECIAL COUNSEL IN CONNECTION WITH THE REGISTRATION OR
QUALIFICATION (OR EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION) OF SUCH
REGISTRABLE SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS
OF SUCH JURISDICTIONS WITHIN THE UNITED STATES AS THE HOLDER REASONABLY REQUESTS
IN WRITING, TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION
THEREFROM) EFFECTIVE DURING THE EFFECTIVENESS PERIOD AND TO DO ANY AND ALL OTHER
ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE