MAY BE
REASONABLY NECESSARY OR ADVISABLE TO ENABLE SUCH SELLERS OR UNDERWRITER, IF ANY,
TO CONSUMMATE THE DISPOSITION OF THE REGISTRABLE SECURITIES IN SUCH
JURISDICTIONS (INCLUDING KEEPING SUCH REGISTRATION OR QUALIFICATION IN EFFECT
FOR SO LONG AS SUCH REGISTRATION STATEMENT REMAINS IN EFFECT), EXCEPT THAT IN NO
EVENT SHALL THE COMPANY BE REQUIRED TO QUALIFY TO DO BUSINESS AS A FOREIGN
CORPORATION IN ANY JURISDICTION WHERE IT WOULD NOT, BUT FOR THE REQUIREMENTS OF
THIS PARAGRAPH (E), BE REQUIRED TO BE SO QUALIFIED, TO SUBJECT ITSELF TO
TAXATION IN ANY SUCH JURISDICTION OR TO CONSENT TO GENERAL SERVICE OF PROCESS IN
ANY SUCH JURISDICTION;
(F)
PROMPTLY NOTIFY EACH PARTICIPATING HOLDER AND EACH MANAGING
UNDERWRITER, IF ANY: (I) WHEN THE REGISTRATION STATEMENT, ANY PRE-EFFECTIVE
AMENDMENT, THE PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT RELATED THERETO, ANY
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT OR ANY FREE WRITING
PROSPECTUS HAS BEEN FILED AND, WITH RESPECT TO THE REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE; (II) OF ANY
REQUEST BY THE SEC OR STATE SECURITIES AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS
TO THE REGISTRATION STATEMENT OR THE PROSPECTUS RELATED THERETO OR FOR
ADDITIONAL INFORMATION; (III) OF THE ISSUANCE BY THE SEC OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT 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 OF ANY
REGISTRABLE SECURITIES FOR SALE UNDER THE SECURITIES OR STATE "BLUE SKY" LAWS OF
ANY JURISDICTION OR THE INITIATION OF ANY PROCEEDING FOR SUCH PURPOSE; (V) OF
THE EXISTENCE OF ANY FACT OF WHICH THE COMPANY BECOMES AWARE WHICH RESULTS IN
THE REGISTRATION STATEMENT OR ANY AMENDMENT THERETO, THE PROSPECTUS RELATED
THERETO OR ANY SUPPLEMENT THERETO, ANY DOCUMENT INCORPORATED THEREIN BY
REFERENCE, ANY FREE WRITING PROSPECTUS OR THE INFORMATION CONVEYED TO ANY
PURCHASER AT THE TIME OF SALE TO SUCH PURCHASER CONTAINING AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITTING TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE ANY STATEMENT THEREIN NOT MISLEADING; AND (VI) IF
AT ANY TIME THE REPRESENTATIONS AND WARRANTIES CONTEMPLATED BY ANY UNDERWRITING
AGREEMENT, SECURITIES SALE AGREEMENT, OR OTHER SIMILAR AGREEMENT, RELATING TO
THE OFFERING SHALL CEASE TO BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS; AND,
IF THE NOTIFICATION RELATES TO AN EVENT DESCRIBED IN CLAUSE (V), THE COMPANY
SHALL PROMPTLY PREPARE AND FURNISH TO EACH SUCH SELLER AND EACH UNDERWRITER, IF
ANY, A REASONABLE NUMBER OF COPIES OF A PROSPECTUS SUPPLEMENTED OR AMENDED SO
THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF SUCH REGISTRABLE SECURITIES,
SUCH PROSPECTUS SHALL NOT INCLUDE AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT
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 WERE MADE
NOT MISLEADING;
(G)
COMPLY (AND CONTINUE TO COMPLY) WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE SEC (INCLUDING, WITHOUT LIMITATION, MAINTAINING DISCLOSURE