THE COMMISSION SUCH
ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO REGISTER FOR RESALE UNDER THE
SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES; (II) CAUSE THE RELATED
PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT,
AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424; (III)
RESPOND AS PROMPTLY AS REASONABLY POSSIBLE, AND IN ANY EVENT WITHIN TEN DAYS, TO
ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO THE REGISTRATION
STATEMENT OR ANY AMENDMENT THERETO AND AS PROMPTLY AS REASONABLY POSSIBLE
PROVIDE THE PURCHASERS TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND
TO THE COMMISSION RELATING TO THE REGISTRATION STATEMENT; AND (IV) COMPLY IN ALL
MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT
WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD IN ACCORDANCE WITH THE
INTENDED METHODS OF DISPOSITION BY THE PURCHASERS THEREOF SET FORTH IN THE
REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
NOTIFY THE PURCHASERS AND PURCHASERS' COUNSEL OF THE REGISTRABLE SECURITIES TO
BE SOLD AS PROMPTLY AS REASONABLY POSSIBLE, AND (IF REQUESTED BY ANY SUCH
PERSON) CONFIRM SUCH NOTICE IN WRITING NO LATER THAN ONE TRADING DAY THEREAFTER,
OF ANY OF THE FOLLOWING EVENTS: (I) THE COMMISSION NOTIFIES THE COMPANY WHETHER
THERE WILL BE A "REVIEW" OF ANY REGISTRATION STATEMENT; (II) THE COMMISSION
COMMENTS IN WRITING ON ANY REGISTRATION STATEMENT (IN WHICH CASE THE COMPANY
SHALL DELIVER TO EACH PURCHASER A COPY OF SUCH COMMENTS AND OF ALL WRITTEN
RESPONSES THERETO); (III) ANY REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT IS DECLARED EFFECTIVE; (IV) THE COMMISSION OR ANY OTHER FEDERAL OR
STATE GOVERNMENTAL AUTHORITY REQUESTS ANY AMENDMENT OR SUPPLEMENT TO ANY
REGISTRATION STATEMENT OR PROSPECTUS OR REQUESTS ADDITIONAL INFORMATION RELATED
THERETO; (V) THE COMMISSION ISSUES ANY STOP ORDER SUSPENDING THE EFFECTIVENESS
OF ANY REGISTRATION STATEMENT OR INITIATES ANY PROCEEDINGS FOR THAT PURPOSE;
(VI) THE COMPANY RECEIVES NOTICE OF ANY SUSPENSION OF THE QUALIFICATION OR
EXEMPTION FROM QUALIFICATION OF ANY REGISTRABLE SECURITIES FOR SALE IN ANY
JURISDICTION, OR THE INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH PURPOSE; OR
(VII) THE FINANCIAL STATEMENTS INCLUDED IN ANY REGISTRATION STATEMENT BECOME
INELIGIBLE FOR INCLUSION THEREIN OR ANY STATEMENT MADE IN ANY REGISTRATION
STATEMENT OR PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE
INCORPORATED THEREIN BY REFERENCE IS UNTRUE IN ANY MATERIAL RESPECT OR ANY
REVISION TO A REGISTRATION STATEMENT, PROSPECTUS OR OTHER DOCUMENT IS REQUIRED
SO THAT IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
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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.
USE ITS BEST EFFORTS TO AVOID THE ISSUANCE OF OR, IF ISSUED, OBTAIN THE
WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION
STATEMENT, OR (II) ANY SUSPENSION OF THE QUALIFICATION (OR EXEMPTION FROM
QUALIFICATION) OF ANY OF THE REGISTRABLE