PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
REGISTRABLE SECURITIES TO BE DELIVERED TO A TRANSFEREE PURSUANT TO THE
REGISTRATION STATEMENTS, WHICH CERTIFICATES SHALL BE FREE, TO THE EXTENT
PERMITTED BY THE LOAN AGREEMENT, OF ALL RESTRICTIVE LEGENDS, AND TO ENABLE SUCH
REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES
AS HOLDER MAY REQUEST.
(I)
UPON THE OCCURRENCE OF ANY EVENT
CONTEMPLATED BY SECTION 3(C)(IV), AS PROMPTLY AS REASONABLY POSSIBLE, THE
BORROWER SHALL PREPARE A SUPPLEMENT OR AMENDMENT, INCLUDING A POST-EFFECTIVE
AMENDMENT, TO THE AFFECTED REGISTRATION STATEMENTS OR A SUPPLEMENT TO THE
RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED
THEREIN BY REFERENCE, AND FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS
THEREAFTER DELIVERED, NO REGISTRATION STATEMENT NOR ANY PROSPECTUS WILL CONTAIN
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 LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(J)
THE BORROWER MAY REQUIRE SELLING HOLDER
TO FURNISH TO THE BORROWER A CERTIFIED STATEMENT AS TO THE NUMBER OF SHARES OF
COMMON STOCK BENEFICIALLY OWNED BY HOLDER AND, IF REQUESTED BY THE COMMISSION,
THE CONTROLLING PERSON THEREOF.
(K)
AT ANY TIME, UPON WRITTEN NOTICE TO THE
PARTICIPATING HOLDER AND FOR A PERIOD NOT TO EXCEED TWENTY (20) TRADING DAYS
THEREAFTER (THE "SUSPENSION PERIOD"), THE BORROWER MAY SUSPEND THE USE OR
EFFECTIVENESS OF ANY REGISTRATION STATEMENT (AND THE HOLDERS HEREBY AGREE NOT TO
OFFER OR SELL ANY REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION STATEMENT
DURING THE SUSPENSION PERIOD) IF THE BORROWER REASONABLY BELIEVES THAT THE
BORROWER MAY, IN THE ABSENCE OF SUCH DELAY OR SUSPENSION HEREUNDER, BE REQUIRED
UNDER STATE OR FEDERAL SECURITIES LAWS TO DISCLOSE ANY CORPORATE DEVELOPMENT THE
DISCLOSURE OF WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT UPON THE BORROWER, ITS STOCKHOLDERS, A POTENTIALLY SIGNIFICANT
TRANSACTION OR EVENT INVOLVING THE BORROWER, OR ANY NEGOTIATIONS, DISCUSSIONS,
OR PROPOSALS DIRECTLY RELATING THERETO.
IN THE EVENT THAT THE BORROWER SHALL
EXERCISE ITS RIGHT TO SUSPEND THE EFFECTIVENESS OF A REGISTRATION HEREUNDER, THE
APPLICABLE TIME PERIOD DURING WHICH THE REGISTRATION STATEMENT IS TO REMAIN
EFFECTIVE SHALL BE EXTENDED BY A PERIOD OF TIME EQUAL TO THE DURATION OF THE
SUSPENSION PERIOD.
THE BORROWER MAY EXTEND THE SUSPENSION PERIOD FOR AN
ADDITIONAL TWENTY (20) TRADING DAYS IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 3(K) WITH THE CONSENT OF THE HOLDER OF A MAJORITY OF THE REGISTRABLE
SECURITIES REGISTERED UNDER THE APPLICABLE REGISTRATION STATEMENT.
IF SO
DIRECTED BY THE BORROWER, HOLDER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS
TO DELIVER TO THE BORROWER (AT THE BORROWER'S EXPENSE) ALL COPIES, OTHER THAN
PERMANENT FILE COPIES THEN IN HOLDER'S POSSESSION, OF THE PROSPECTUS RELATING TO
SUCH REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
4.
REGISTRATION EXPENSES.
ALL FEES AND
EXPENSES INCIDENT TO THE PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT BY THE
BORROWER SHALL BE BORNE BY THE BORROWER WHETHER OR NOT ANY