ACTIONS REASONABLY NECESSARY OR
ADVISABLE TO QUALIFY THE REGISTRABLE SECURITIES FOR SALE IN SUCH JURISDICTIONS;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION
THEREWITH OR AS A CONDITION THERETO TO (X) QUALIFY TO DO BUSINESS IN ANY
JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS
SECTION 3(E) OR (Y) SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH
JURISDICTION.
THE COMPANY SHALL PROMPTLY NOTIFY LEGAL COUNSEL AND THE INVESTOR
THAT HOLDS REGISTRABLE SECURITIES OF THE RECEIPT BY THE COMPANY OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE REGISTRATION OR QUALIFICATION
OF ANY OF THE REGISTRABLE SECURITIES FOR SALE UNDER THE SECURITIES OR "BLUE SKY"
LAWS OF ANY JURISDICTION OR ITS RECEIPT OF ACTUAL NOTICE OF THE INITIATION OR
THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE.
F.
THE COMPANY SHALL NOTIFY LEGAL COUNSEL AND THE INVESTOR IN
WRITING OF THE HAPPENING OF ANY EVENT, AS PROMPTLY AS PRACTICABLE AFTER BECOMING
AWARE OF SUCH EVENT, AS A RESULT OF WHICH ANY PROSPECTUS INCLUDED IN, OR
RELATING TO, A REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMISSION 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 (PROVIDED THAT IN NO EVENT SHALL SUCH
NOTICE CONTAIN ANY MATERIAL, NONPUBLIC INFORMATION), AND PROMPTLY PREPARE AND
FILE WITH THE SEC A SUPPLEMENT OR AMENDMENT TO SUCH REGISTRATION STATEMENT TO
CORRECT SUCH UNTRUE STATEMENT OR OMISSION, AND DELIVER AT LEAST ONE COPY OF SUCH
SUPPLEMENT OR AMENDMENT TO LEGAL COUNSEL AND THE INVESTOR.
THE COMPANY SHALL
ALSO PROMPTLY NOTIFY LEGAL COUNSEL AND THE INVESTOR IN WRITING (I) WHEN A
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS BEEN
FILED, AND WHEN A REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT HAS
BECOME EFFECTIVE (NOTIFICATION OF SUCH EFFECTIVENESS SHALL BE DELIVERED TO LEGAL
COUNSEL AND THE INVESTOR BY FACSIMILE ON THE SAME DAY OF SUCH EFFECTIVENESS),
(II) OF ANY REQUEST BY THE SEC FOR AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION
STATEMENT OR RELATED PROSPECTUS OR RELATED INFORMATION, AND (III) OF THE
COMPANY'S REASONABLE DETERMINATION THAT A POST-EFFECTIVE AMENDMENT TO A
REGISTRATION STATEMENT WOULD BE APPROPRIATE.
G.
THE COMPANY SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO
PREVENT THE ISSUANCE OF ANY STOP ORDER OR OTHER SUSPENSION OF EFFECTIVENESS OF A
REGISTRATION STATEMENT, OR THE SUSPENSION OF THE QUALIFICATION OF ANY OF THE
REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION AND, IF SUCH AN ORDER OR
SUSPENSION IS ISSUED, TO OBTAIN THE WITHDRAWAL OF SUCH ORDER OR SUSPENSION AT
THE EARLIEST POSSIBLE MOMENT AND TO NOTIFY LEGAL COUNSEL AND THE INVESTOR WHO
HOLDS REGISTRABLE SECURITIES BEING SOLD OF THE ISSUANCE OF SUCH ORDER AND THE
RESOLUTION THEREOF OR ITS RECEIPT OF ACTUAL NOTICE OF THE INITIATION OR THREAT
OF ANY PROCEEDING FOR SUCH PURPOSE.
H.
AT THE REASONABLE REQUEST (IN THE CONTEXT OF THE SECURITIES LAWS)
OF ANY INVESTOR, OR IN THE CASE