THE PREPARATION OF
SUCH SHELF REGISTRATION STATEMENT, EACH PROSPECTUS INCLUDED THEREIN OR FILED
WITH THE COMMISSION AND EACH AMENDMENT OR SUPPLEMENT THERETO;
(VII)
FOR A REASONABLE PERIOD PRIOR TO THE FILING OR DESIGNATION OF SUCH
SHELF REGISTRATION STATEMENT, AND THROUGHOUT THE PERIOD SPECIFIED IN SECTION
2(B), MAKE AVAILABLE AT REASONABLE TIMES AT THE COMPANY'S PRINCIPAL PLACE OF
BUSINESS OR SUCH OTHER REASONABLE PLACE FOR INSPECTION BY THE PERSONS REFERRED
TO IN SECTION 3(D)(VI) WHO SHALL CERTIFY TO THE COMPANY THAT THEY HAVE A CURRENT
INTENTION TO SELL THE REGISTRABLE SECURITIES PURSUANT TO THE SHELF REGISTRATION
SUCH FINANCIAL AND OTHER INFORMATION AND BOOKS AND RECORDS OF THE COMPANY, AND
CAUSE THE OFFICERS, EMPLOYEES, COUNSEL AND INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY TO RESPOND TO SUCH INQUIRIES, AS SHALL BE REASONABLY
NECESSARY, IN THE JUDGMENT OF THE RESPECTIVE COUNSEL REFERRED TO IN SUCH
SECTION, TO CONDUCT A REASONABLE INVESTIGATION WITHIN THE MEANING OF SECTION 11
OF THE SECURITIES ACT; PROVIDED, HOWEVER, THAT EACH SUCH PARTY SHALL BE REQUIRED
TO MAINTAIN IN CONFIDENCE AND NOT TO DISCLOSE TO ANY OTHER PERSON ANY
INFORMATION OR RECORDS REASONABLY DESIGNATED BY THE COMPANY AS BEING
CONFIDENTIAL, UNTIL SUCH TIME AS (A) SUCH INFORMATION BECOMES A MATTER OF PUBLIC
RECORD (WHETHER BY VIRTUE OF ITS INCLUSION IN SUCH REGISTRATION STATEMENT OR
OTHERWISE), OR (B) SUCH PERSON SHALL BE REQUIRED SO TO DISCLOSE SUCH INFORMATION
PURSUANT TO A SUBPOENA OR ORDER OF ANY COURT OR OTHER GOVERNMENTAL AGENCY OR
BODY HAVING JURISDICTION OVER THE MATTER (SUBJECT TO THE REQUIREMENTS OF SUCH
ORDER, AND ONLY AFTER SUCH PERSON SHALL HAVE GIVEN THE COMPANY PROMPT PRIOR
WRITTEN NOTICE OF SUCH REQUIREMENT), OR (C) SUCH INFORMATION IS REQUIRED TO BE
SET FORTH IN SUCH SHELF REGISTRATION STATEMENT OR THE PROSPECTUS INCLUDED
THEREIN OR IN AN AMENDMENT TO SUCH SHELF REGISTRATION STATEMENT OR AN AMENDMENT
OR SUPPLEMENT TO SUCH PROSPECTUS IN ORDER THAT SUCH SHELF REGISTRATION
STATEMENT, PROSPECTUS, AMENDMENT OR SUPPLEMENT, AS THE CASE MAY BE, COMPLIES
WITH APPLICABLE REQUIREMENTS OF THE FEDERAL SECURITIES LAWS AND THE RULES AND
REGULATIONS OF THE COMMISSION AND DOES NOT CONTAIN AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF
THE CIRCUMSTANCES THEN EXISTING;
(VIII)
PROMPTLY NOTIFY EACH OF THE ELECTING HOLDERS, ANY SALES OR
PLACEMENT AGENT THEREFOR AND ANY UNDERWRITER THEREOF (WHICH NOTIFICATION MAY BE
MADE THROUGH ANY MANAGING UNDERWRITER THAT IS A REPRESENTATIVE OF SUCH
UNDERWRITER FOR SUCH PURPOSE) AND CONFIRM SUCH ADVICE IN WRITING, (A) WHEN SUCH
SHELF REGISTRATION STATEMENT HAS BEEN FILED OR DESIGNATED OR THE PROSPECTUS
INCLUDED THEREIN OR ANY PROSPECTUS AMENDMENT OR SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT HAS BEEN FILED, AND, WITH RESPECT TO SUCH SHELF REGISTRATION STATEMENT
OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE, (B) OF ANY
COMMENTS BY THE COMMISSION AND BY THE BLUE SKY OR SECURITIES COMMISSIONER OR
REGULATOR OF ANY STATE WITH RESPECT THERETO OR ANY REQUEST BY THE COMMISSION