SHALL PROMPTLY AFTER RECEIPT FURNISH TO THE
STOCKHOLDER COPIES OF THE PORTIONS OF ANY AND ALL TRANSMITTAL LETTERS AND ANY
OTHER CORRESPONDENCE (INCLUDING COMMENT LETTERS) WITH THE COMMISSION OR ANY
OTHER GOVERNMENTAL ENTITY IN RESPECT OF SUCH REGISTRATION STATEMENT OR AMENDMENT
OR SUPPLEMENT THERETO AND THAT RELATE TO THE SECTIONS ENTITLED "PLAN OF
DISTRIBUTION" OR "SELLING STOCKHOLDER" OR OTHER SECTIONS CONTAINING INFORMATION
PROVIDED BY THE STOCKHOLDER PURSUANT TO SECTION 6.2, AND THE STOCKHOLDER SHALL
HAVE THE RIGHT TO REQUEST THAT, SUBJECT TO THE TERMS OF THIS AGREEMENT, THE
ISSUER MODIFY ANY SUCH INFORMATION CONTAINED IN SUCH REGISTRATION STATEMENT OR
AMENDMENT AND SUPPLEMENT THERETO PERTAINING TO THE STOCKHOLDER IN SUCH SECTIONS,
AND THE ISSUER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH SUCH
REQUEST (PROVIDED, HOWEVER, THAT THE ISSUER SHALL NOT HAVE ANY OBLIGATION TO
MODIFY ANY INFORMATION IF THE ISSUER REASONABLY EXPECTS THAT SO DOING WOULD
CAUSE THE REGISTRATION STATEMENT TO CONTAIN AN 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 NOT MISLEADING);
(D)
THE ISSUER SHALL USE COMMERCIALLY REASONABLE EFFORTS (I) TO
REGISTER OR QUALIFY ALL REGISTRABLE SECURITIES AND OTHER SECURITIES COVERED BY
THE REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR "BLUE SKY" LAWS OF
SUCH STATES OF THE UNITED STATES OF AMERICA WHERE AN EXEMPTION IS NOT AVAILABLE
AND AS THE STOCKHOLDER SHALL REASONABLY REQUEST, (II) TO KEEP SUCH REGISTRATION
OR QUALIFICATION IN EFFECT DURING THE PERIOD DURING WHICH THE REGISTRATION
STATEMENT IS REQUIRED TO BE EFFECTIVE PURSUANT TO THIS AGREEMENT, (III) TO
OBTAIN THE WITHDRAWAL OF ANY ORDER OR OTHER DETERMINATION SUSPENDING SUCH
REGISTRATION OR QUALIFICATION DURING THE PERIOD DURING WHICH THE REGISTRATION
STATEMENT IS REQUIRED TO BE EFFECTIVE PURSUANT TO THIS AGREEMENT AND (IV) TO
TAKE ANY OTHER ACTION WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE
THE STOCKHOLDER TO CONSUMMATE THE DISPOSITION OF THE RELEVANT REGISTRABLE
SECURITIES IN SUCH JURISDICTIONS, EXCEPT THAT THE ISSUER SHALL NOT FOR ANY SUCH
PURPOSE BE REQUIRED TO (A) QUALIFY GENERALLY TO DO BUSINESS AS A FOREIGN
CORPORATION IN ANY JURISDICTION WHEREIN IT WOULD NOT BUT FOR THE REQUIREMENTS OF
THIS CLAUSE (IV) BE OBLIGATED TO BE SO QUALIFIED, (B) SUBJECT ITSELF TO TAXATION
IN ANY SUCH JURISDICTION OR (C) CONSENT TO GENERAL SERVICE OF PROCESS IN ANY
SUCH JURISDICTION;
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(E)
THE ISSUER SHALL ENTER INTO AND PERFORM CUSTOMARY AGREEMENTS
(INCLUDING UNDERWRITING AND INDEMNIFICATION AND CONTRIBUTION AGREEMENTS IN
CUSTOMARY FORM WITH THE MANAGING UNDERWRITERS, CO-MANAGERS OR OTHER COUNTERPARTY
AND REASONABLY ACCEPTABLE TO THE COUNTERPARTY) AND TAKE SUCH OTHER COMMERCIALLY
REASONABLE ACTIONS AS ARE REQUIRED IN ORDER TO EXPEDITE OR FACILITATE EACH
DISPOSITION (OTHER THAN THE FINAL DISTRIBUTION OR AN ADDITIONAL DISPOSITION) AND
SHALL PROVIDE ALL REASONABLE COOPERATION, INCLUDING CAUSING APPROPRIATE OFFICERS
TO ATTEND AND PARTICIPATE IN "ROAD SHOWS," INCLUDING OTHER INFORMATION MEETINGS
ORGANIZED BY THE COUNTERPARTY, CUSTOMARY FOR SIMILAR DISPOSITIONS; PROVIDED,
HOWEVER, THAT THE ISSUER AND SUCH OFFICERS SHALL NOT BE OBLIGATED TO ATTEND OR
PARTICIPATE IN MORE THAN ONE