STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE
NECESSARY TO KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE
APPLICABLE REGISTRABLE SECURITIES FOR ITS EFFECTIVENESS PERIOD AND PREPARE AND
FILE WITH 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, TO ANY COMMENTS
RECEIVED FROM THE COMMISSION WITH RESPECT TO EACH REGISTRATION STATEMENT OR ANY
AMENDMENT THERETO AND, AS PROMPTLY AS REASONABLY POSSIBLE PROVIDE THE HOLDERS
TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND TO THE COMMISSION
RELATING TO SUCH REGISTRATION STATEMENT THAT WOULD NOT RESULT IN THE DISCLOSURE
TO THE HOLDERS OF MATERIAL AND NON-PUBLIC INFORMATION CONCERNING THE BORROWER;
AND (IV) COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES
ACT AND THE EXCHANGE ACT WITH RESPECT TO THE REGISTRATION STATEMENTS AND THE
DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY EACH REGISTRATION
STATEMENT.
(C)
THE BORROWER SHALL NOTIFY THE HOLDERS AND THE SPECIAL
COUNSEL AS PROMPTLY AS REASONABLY POSSIBLE (AND, IN THE CASE OF (I)(A) BELOW,
NOT LESS THAN THREE TRADING DAYS PRIOR TO SUCH FILING) AND (IF REQUESTED BY ANY
SUCH PERSON) CONFIRM SUCH NOTICE NO LATER THAN ONE TRADING DAY FOLLOWING THE DAY
(I)(A) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT TO A REGISTRATION STATEMENT IS PROPOSED TO BE FILED; (B) WHEN THE
COMMISSION NOTIFIES THE BORROWER WHETHER THERE WILL BE A "REVIEW" OF SUCH
REGISTRATION STATEMENT AND WHENEVER THE COMMISSION COMMENTS IN WRITING ON SUCH
REGISTRATION STATEMENT (THE BORROWER SHALL PROVIDE TRUE AND COMPLETE COPIES
THEREOF AND ALL WRITTEN RESPONSES THERETO TO EACH OF THE HOLDERS AND THE SPECIAL
COUNSEL THAT PERTAIN TO THE HOLDERS AS A SELLING STOCKHOLDER OR TO THE PLAN OF
DISTRIBUTION, BUT NOT INFORMATION WHICH THE BORROWER BELIEVES WOULD CONSTITUTE
MATERIAL AND NON-PUBLIC INFORMATION); AND (C) WITH RESPECT TO EACH REGISTRATION
STATEMENT OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE;
(II) OF ANY REQUEST BY THE COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL
AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT OR
PROSPECTUS OR FOR ADDITIONAL INFORMATION; (III) OF THE ISSUANCE BY THE
COMMISSION OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION
STATEMENT COVERING ANY OR ALL OF THE REGISTRABLE SECURITIES OR THE INITIATION OF
ANY PROCEEDINGS FOR THAT PURPOSE; (IV) OF THE RECEIPT BY THE BORROWER OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OR EXEMPTION
FROM QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY
JURISDICTION, OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
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purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement