WHETHER THERE WILL BE A "REVIEW" OF
THE REGISTRATION STATEMENT AND WHENEVER THE COMMISSION COMMENTS IN WRITING ON
THE REGISTRATION STATEMENT (THE COMPANY SHALL PROVIDE TRUE AND COMPLETE COPIES
THEREOF AND ALL WRITTEN RESPONSES THERETO TO EACH OF THE HOLDERS THAT PERTAIN TO
THE HOLDERS AS A SELLING
4
STOCKHOLDER OR TO THE PLAN OF DISTRIBUTION, BUT NOT INFORMATION WHICH THE
COMPANY BELIEVES WOULD CONSTITUTE MATERIAL AND NON-PUBLIC INFORMATION); AND
(C) WITH RESPECT TO THE 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
THE REGISTRATION STATEMENT OR PROSPECTUS OR FOR ADDITIONAL INFORMATION; (III) OF
THE ISSUANCE BY THE COMMISSION OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF
THE 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
COMPANY 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
PURPOSE; AND (V) OF THE OCCURRENCE OF ANY EVENT OR PASSAGE OF TIME THAT MAKES
THE FINANCIAL STATEMENTS INCLUDED IN THE REGISTRATION STATEMENT INELIGIBLE FOR
INCLUSION THEREIN OR ANY STATEMENT MADE IN THE REGISTRATION STATEMENT OR
PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY
REFERENCE UNTRUE IN ANY MATERIAL RESPECT OR THAT REQUIRES ANY REVISIONS TO THE
REGISTRATION STATEMENT, PROSPECTUS OR OTHER DOCUMENTS SO THAT, IN THE CASE OF
THE REGISTRATION STATEMENT OR THE PROSPECTUS, AS THE CASE MAY BE, IT WILL NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY 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.
(D)
USE ITS REASONABLE BEST EFFORTS TO AVOID THE
ISSUANCE OF, OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER SUSPENDING
THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, OR (II) ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION, AT THE EARLIEST PRACTICABLE MOMENT.
(E)
FURNISH TO EACH HOLDER, WITHOUT CHARGE, AT
LEAST ONE CONFORMED COPY OF THE REGISTRATION STATEMENT AND EACH AMENDMENT
THERETO AND ALL EXHIBITS TO THE EXTENT REQUESTED BY SUCH PERSON (INCLUDING THOSE
PREVIOUSLY FURNISHED) PROMPTLY AFTER THE FILING OF SUCH DOCUMENTS WITH THE
COMMISSION.
(F)
PROMPTLY DELIVER TO EACH HOLDER, WITHOUT
CHARGE, AS MANY COPIES OF EACH PROSPECTUS OR PROSPECTUSES (INCLUDING EACH
FORM OF PROSPECTUS) AND EACH AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS
MAY REASONABLY REQUEST. THE COMPANY HEREBY CONSENTS TO THE USE OF SUCH
PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH OF THE SELLING
HOLDERS IN CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE SECURITIES
COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO.
(G)
PRIOR TO ANY