OF DAYS
26
PRIOR TO THEIR FILING WITH THE SEC, AND (B) NOT FILE ANY REGISTRATION STATEMENT
OR AMENDMENT OR SUPPLEMENT THERETO IN A FORM TO WHICH LEGAL COUNSEL REASONABLY
AND TIMELY OBJECTS.
THE COMPANY SHALL NOT SUBMIT A REQUEST FOR ACCELERATION OF
THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR ANY AMENDMENT OR SUPPLEMENT
THERETO WITHOUT THE PRIOR APPROVAL OF LEGAL COUNSEL, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
THE COMPANY SHALL FURNISH TO LEGAL COUNSEL,
WITHOUT CHARGE, (I) COPIES OF ANY CORRESPONDENCE FROM THE SEC OR THE STAFF OF
THE SEC TO THE COMPANY OR ITS REPRESENTATIVES RELATING TO ANY REGISTRATION
STATEMENT, (II) PROMPTLY AFTER THE SAME IS PREPARED AND FILED WITH THE SEC, ONE
COPY OF ANY REGISTRATION STATEMENT AND ANY AMENDMENT(S) THERETO, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS INCORPORATED THEREIN BY
REFERENCE, IF REQUESTED BY AN INVESTOR, AND ALL EXHIBITS AND (III) UPON THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT, ONE COPY OF THE PROSPECTUS INCLUDED
IN SUCH REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS THERETO.
THE
COMPANY SHALL REASONABLY COOPERATE WITH LEGAL COUNSEL IN PERFORMING THE
COMPANY'S OBLIGATIONS PURSUANT TO THIS SECTION 6.2(A).
THE COMPANY SHALL
REFLECT IN EACH SUCH DOCUMENT WHEN SO FILED WITH THE SEC SUCH COMMENTS REGARDING
THE INVESTORS AND THE PLAN OF DISTRIBUTION AS THE INVESTORS MAY REASONABLY AND
PROMPTLY PROPOSE NO LATER THAN THREE (3) TRADING DAYS AFTER THE INVESTORS HAVE
BEEN SO FURNISHED WITH COPIES OF SUCH DOCUMENTS AS AFORESAID.
(B)
(I) SUBJECT TO SECTION 6.1(F), PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO EACH REGISTRATION STATEMENT
AND THE PROSPECTUS USED IN CONNECTION 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 SEC 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 12
TRADING DAYS (EXCEPT TO THE EXTENT THAT THE COMPANY REASONABLY REQUIRES
ADDITIONAL TIME TO RESPOND TO ACCOUNTING COMMENTS), TO ANY COMMENTS RECEIVED
FROM THE SEC WITH RESPECT TO THE REGISTRATION STATEMENT OR ANY AMENDMENT
THERETO; 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
INVESTORS THEREOF SET FORTH IN THE REGISTRATION STATEMENT AS SO AMENDED OR IN
SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE INVESTORS AS PROMPTLY AS REASONABLY POSSIBLE, AND (IF REQUESTED
BY THE INVESTORS CONFIRM SUCH NOTICE IN WRITING NO LATER THAN TWO TRADING DAYS
THEREAFTER, OF ANY OF THE FOLLOWING EVENTS:
(I) THE SEC NOTIFIES THE COMPANY
WHETHER THERE WILL