THEREWITH AS MAY BE NECESSARY TO
KEEP THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR THE 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, AND IN ANY EVENT WITHIN TEN
DAYS, TO ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO THE
REGISTRATION STATEMENT OR ANY AMENDMENT THERETO AND AS PROMPTLY AS REASONABLY
POSSIBLE PROVIDE THE PURCHASERS TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE
FROM AND TO THE COMMISSION RELATING TO THE REGISTRATION STATEMENT; AND
(IV) COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT
AND THE EXCHANGE ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE
SECURITIES COVERED BY THE REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD IN
ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE PURCHASERS THEREOF
SET FORTH IN THE REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH PROSPECTUS AS
SO SUPPLEMENTED.
(C)
NOTIFY THE PURCHASERS OF REGISTRABLE
SECURITIES TO BE SOLD AND PURCHASER COUNSEL AS PROMPTLY AS REASONABLY POSSIBLE,
AND (IF REQUESTED BY ANY SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING NO LATER
THAN ONE TRADING DAY THEREAFTER, OF ANY OF THE FOLLOWING EVENTS: (I) THE
COMMISSION NOTIFIES THE COMPANY WHETHER THERE WILL BE A "REVIEW" OF ANY
REGISTRATION STATEMENT; (II) THE COMMISSION COMMENTS IN WRITING ON ANY
REGISTRATION STATEMENT (IN WHICH CASE THE COMPANY SHALL DELIVER TO EACH
PURCHASER A COPY OF SUCH COMMENTS AND OF ALL WRITTEN RESPONSES THERETO);
(III) ANY REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT IS DECLARED
EFFECTIVE; (IV) THE COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL
AUTHORITY REQUESTS ANY AMENDMENT OR SUPPLEMENT TO ANY REGISTRATION STATEMENT OR
PROSPECTUS OR REQUESTS ADDITIONAL INFORMATION RELATED THERETO; (V) THE
COMMISSION ISSUES ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF ANY
REGISTRATION STATEMENT OR INITIATES ANY PROCEEDINGS FOR THAT PURPOSE; (VI) THE
COMPANY RECEIVES NOTICE OF ANY SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM
QUALIFICATION OF ANY REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION, OR THE
INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH PURPOSE; OR (VII) THE FINANCIAL
STATEMENTS INCLUDED IN ANY REGISTRATION STATEMENT BECOME INELIGIBLE FOR
INCLUSION THEREIN OR ANY STATEMENT MADE IN ANY REGISTRATION STATEMENT OR
PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY
REFERENCE IS UNTRUE IN ANY MATERIAL RESPECT OR ANY REVISION TO A REGISTRATION
STATEMENT, PROSPECTUS OR OTHER DOCUMENT IS REQUIRED SO THAT 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
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(D)
USE ITS BEST EFFORTS TO AVOID THE ISSUANCE
OF OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF