of any Proceeding for such purpose; and (iv) of the occurrence of
any event or passage of time that makes the financial statements included in a
Registration Statement ineligible for inclusion therein or any statement made in
such 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 such Registration Statement, Prospectus or other
documents so that, in the case of such 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)
THE BORROWER SHALL USE ITS REASONABLE BEST
EFFORTS TO AVOID THE ISSUANCE OF, OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF (I)
ANY ORDER SUSPENDING THE EFFECTIVENESS OF A 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)
THE BORROWER SHALL FURNISH TO HOLDER UPON
REQUEST, WITHOUT CHARGE, AT LEAST ONE CONFORMED COPY OF EACH REGISTRATION
STATEMENT AND EACH AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND
SCHEDULES, ALL DOCUMENTS INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY
REFERENCE, AND ALL EXHIBITS TO THE EXTENT REQUESTED BY SUCH PERSON (INCLUDING
THOSE PREVIOUSLY FURNISHED OR INCORPORATED BY REFERENCE) PROMPTLY AFTER THE
FILING OF SUCH DOCUMENTS WITH THE COMMISSION.
(F)
THE BORROWER SHALL PROMPTLY DELIVER TO
EACH HOLDER UPON REQUEST, 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 BORROWER HEREBY
CONSENTS TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO
BY THE SELLING HOLDER 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 PUBLIC OFFERING OF REGISTRABLE
SECURITIES, THE BORROWER SHALL USE ITS REASONABLE BEST EFFORTS TO REGISTER OR
QUALIFY OR COOPERATE WITH THE SELLING HOLDER IN CONNECTION WITH THE REGISTRATION
OR QUALIFICATION (OR EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION) OF SUCH
REGISTRABLE SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS
OF ALL JURISDICTIONS WITHIN THE UNITED STATES, TO KEEP EACH SUCH REGISTRATION OR
QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE DURING THE EFFECTIVENESS PERIOD
AND TO DO ANY AND ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENTS; PROVIDED, THAT THE BORROWER SHALL NOT BE REQUIRED TO
QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO
QUALIFIED OR SUBJECT THE BORROWER TO ANY MATERIAL TAX IN ANY SUCH JURISDICTION
WHERE IT IS NOT THEN SO SUBJECT.
4
(H)
THE BORROWER SHALL COOPERATE WITH THE HOLDER
TO FACILITATE THE TIMELY