(A)
(I) SUBJECT TO SECTION 7.1(D), 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 15
TRADING DAYS (EXCEPT TO THE EXTENT THAT THE COMPANY REASONABLY
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REQUIRES ADDITIONAL TIME TO RESPOND TO ACCOUNTING OR RULE 415 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
PURCHASER THEREOF SET FORTH IN THE REGISTRATION STATEMENT AS SO AMENDED OR IN
SUCH PROSPECTUS AS SO SUPPLEMENTED.
(B)
NOTIFY THE PURCHASER AS PROMPTLY AS REASONABLY PRACTICABLE (AND IN ANY
EVENT WITHIN ONE BUSINESS DAY) OF ANY OF THE FOLLOWING EVENTS:
(I) THE SEC
NOTIFIES THE COMPANY WHETHER THERE WILL BE A "REVIEW" OF ANY REGISTRATION
STATEMENT; (II) THE SEC COMMENTS IN WRITING ON ANY REGISTRATION STATEMENT;
(III) ANY REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT IS DECLARED
EFFECTIVE; (IV) THE SEC 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 SEC 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
REGISTRATION STATEMENT OR PROSPECTUS OR OTHER DOCUMENT CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS 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.
(C)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO AVOID THE ISSUANCE OF OR, IF
ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE EFFECTIVENESS OF
ANY REGISTRATION STATEMENT, OR (II) ANY SUSPENSION OF THE QUALIFICATION (OR
EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN
ANY JURISDICTION, AS SOON AS POSSIBLE.
(D)
PROMPTLY DELIVER TO THE PURCHASER, WITHOUT CHARGE, AS MANY COPIES OF THE
PROSPECTUS OR PROSPECTUSES (INCLUDING EACH