QUALIFICATIONS AS MAY BE NECESSARY TO MAINTAIN THE EFFECTIVENESS THEREOF DURING
THE REGISTRATION PERIOD, (III) TAKE SUCH OTHER ACTIONS AS MAY BE NECESSARY TO
MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN EFFECT AT ALL TIMES DURING THE
REGISTRATION PERIOD, AND (IV) TAKE ALL OTHER ACTIONS REASONABLY NECESSARY OR
ADVISABLE TO QUALIFY THE REGISTRABLE SECURITIES FOR SALE IN SUCH JURISDICTIONS;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION
THEREWITH OR AS A CONDITION THERETO TO (X) QUALIFY TO DO BUSINESS IN ANY
JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS
SECTION 3(E) OR (Y) SUBJECT ITSELF TO SERVICE OF PROCESS IN SUITS (OTHER THAN
THOSE ARISING OUT OF THE OFFER AND SALE OF THE REGISTRABLE SECURITIES) GENERAL
TAXATION IN ANY SUCH JURISDICTION.
THE COMPANY SHALL PROMPTLY NOTIFY LEGAL
COUNSEL AND EACH INVESTOR WHO HOLDS REGISTRABLE SECURITIES OF THE RECEIPT BY THE
COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE REGISTRATION
OR QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE UNDER THE
SECURITIES OR "BLUE SKY" LAWS OF ANY JURISDICTION IN THE UNITED STATES OR ITS
RECEIPT OF ACTUAL NOTICE OF THE INITIATION OR THREATENING OF ANY PROCEEDING FOR
SUCH PURPOSE.
(F)
THE COMPANY SHALL NOTIFY LEGAL COUNSEL AND EACH INVESTOR IN
WRITING OF THE HAPPENING OF ANY EVENT, AS PROMPTLY AS PRACTICABLE, AND IN ANY
EVENT WITHIN FORTY-EIGHT HOURS, AFTER BECOMING AWARE OF SUCH EVENT, AS A RESULT
OF WHICH THE PROSPECTUS INCLUDED IN A REGISTRATION STATEMENT, AS THEN IN EFFECT,
INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMISSION TO STATE A 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
(PROVIDED THAT IN NO EVENT SHALL SUCH NOTICE CONTAIN ANY MATERIAL, NONPUBLIC
INFORMATION), AND PROMPTLY PREPARE AND FILE WITH THE SEC A SUPPLEMENT OR
AMENDMENT TO SUCH REGISTRATION STATEMENT TO CORRECT SUCH UNTRUE STATEMENT OR
OMISSION, AND DELIVER AT LEAST ONE COPY OF SUCH SUPPLEMENT OR AMENDMENT TO LEGAL
COUNSEL AND EACH INVESTOR.
THE COMPANY SHALL ALSO PROMPTLY NOTIFY LEGAL COUNSEL
AND EACH INVESTOR IN WRITING (I) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
OR POST-EFFECTIVE AMENDMENT HAS BEEN FILED, AND WHEN A REGISTRATION STATEMENT OR
ANY POST-EFFECTIVE AMENDMENT HAS BECOME EFFECTIVE (NOTIFICATION OF SUCH
EFFECTIVENESS SHALL BE DELIVERED TO LEGAL COUNSEL AND EACH INVESTOR BY FACSIMILE
ON THE SAME DAY OF SUCH EFFECTIVENESS AND BY OVERNIGHT MAIL), (II) OF ANY
REQUEST BY THE SEC FOR AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT OR
RELATED PROSPECTUS OR RELATED INFORMATION, AND (III) OF THE COMPANY'S REASONABLE
DETERMINATION THAT A POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT WOULD
BE APPROPRIATE.
(G)
THE COMPANY SHALL USE ITS BEST EFFORTS TO PREVENT THE ISSUANCE OF
ANY STOP ORDER OR OTHER SUSPENSION OF EFFECTIVENESS OF A REGISTRATION STATEMENT,
OR THE SUSPENSION OF THE QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR
SALE IN ANY JURISDICTION AND, IF SUCH AN ORDER OR SUSPENSION IS ISSUED, TO
OBTAIN