THE DATE OF FILING (THE "EFFECTIVENESS DEADLINE"), AND TO KEEP SUCH
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT UNTIL THE
EARLIER OF (I) THE DATE ON WHICH ALL SHARES COVERED BY THE REGISTRATION
STATEMENT MAY BE SOLD WITHOUT VOLUME RESTRICTIONS PURSUANT TO EITHER RULE 144 OR
RULE 144(K) AS DETERMINED BY COUNSEL TO THE COMPANY PURSUANT TO A WRITTEN
OPINION LETTER TO SUCH EFFECT, ADDRESSED TO THE COMPANY'S TRANSFER AGENT AND TO
IFC, OR (II) SUCH DATE AS ALL SHARES REGISTERED ON SUCH REGISTRATION STATEMENT
HAVE BEEN RESOLD (THE EARLIER TO OCCUR OF (I) OR (II) IS THE "REGISTRATION
TERMINATION DATE").
(A)
IF A REGISTRATION STATEMENT CEASES TO BE EFFECTIVE FOR ANY REASON
AT ANY TIME PRIOR TO THE APPLICABLE REGISTRATION TERMINATION DATE, THE COMPANY
SHALL USE ITS REASONABLE BEST EFFORTS TO REINSTATE THE EFFECTIVENESS THEREOF.
(B)
THE COMPANY SHALL SUPPLEMENT AND AMEND THE REGISTRATION STATEMENT
IF REQUIRED BY THE RULES, REGULATIONS OR INSTRUCTIONS APPLICABLE TO THE
REGISTRATION FORM USED BY THE COMPANY FOR SUCH REGISTRATION STATEMENT, IF
REQUIRED BY THE SECURITIES ACT OR, TO THE EXTENT TO WHICH THE COMPANY DOES NOT
REASONABLY OBJECT, AS REQUESTED BY IFC.
(C)
ALL REGISTRATION EXPENSES INCURRED IN CONNECTION WITH THE
REGISTRATIONS PURSUANT TO THIS SECTION 5.2 SHALL BE BORNE BY THE COMPANY.
"REGISTRATION EXPENSES" SHALL MEAN ALL EXPENSES INCURRED BY THE COMPANY IN
COMPLYING WITH THIS SECTION 5.2
INCLUDING, WITHOUT LIMITATION, ALL REGISTRATION
AND FILING FEES, PRINTING EXPENSES, FEES AND DISBURSEMENTS OF COUNSEL FOR THE
COMPANY, BLUE SKY FEES AND EXPENSES, AND THE EXPENSE OF ANY SPECIAL AUDITS
INCIDENT TO OR REQUIRED BY ANY SUCH REGISTRATION (BUT EXCLUDING THE COMPENSATION
OF REGULAR EMPLOYEES OF THE COMPANY WHICH SHALL BE PAID IN ANY EVENT BY THE
COMPANY AND SELLING EXPENSES, AS DEFINED HEREINAFTER). ALL SELLING EXPENSES
INCURRED IN CONNECTION WITH ANY REGISTRATIONS HEREUNDER, SHALL BE BORNE BY IFC.
"SELLING EXPENSES" SHALL MEAN ALL BROKERAGE AND SELLING COMMISSIONS APPLICABLE
TO A SALE OF THE SHARES PURSUANT TO THE REGISTRATION STATEMENT.
(D)
THE COMPANY MAY SUSPEND SALES OF SHARES PURSUANT TO THE
REGISTRATION STATEMENT FOR A PERIOD OF NOT MORE THAN THIRTY (30) DAYS DURING ANY
SIX (6) MONTH PERIOD IN THE EVENT IT DETERMINES IN GOOD FAITH THAT SUCH
REGISTRATION STATEMENT CONTAINS OR MAY CONTAIN AN UNTRUE STATEMENT OF MATERIAL
FACT OR OMITS OR MAY OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING; PROVIDED THAT THE
COMPANY SHALL PROMPTLY AMEND SUCH REGISTRATION STATEMENT IN ORDER TO CORRECT ANY
UNTRUE STATEMENT AND/OR ENSURE THAT SUCH REGISTRATION STATEMENT IS NOT
MISLEADING; PROVIDED FURTHER THAT SUBJECT TO THE TIME LIMITATIONS SET FORTH
ABOVE, THE COMPANY MAY DELAY SUCH AMENDMENT IF THE COMPANY DETERMINES THAT SUCH
DELAY IS IN THE BEST INTEREST OF THE COMPANY IN ORDER TO AVOID PREMATURE PUBLIC
ANNOUNCEMENTS OF POTENTIAL ACQUISITIONS OR OTHER EXTRAORDINARY TRANSACTIONS. AT
THE TIME THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE, IFC SHALL BE NAMED AS
A SELLING SECURITYHOLDER IN THE REGISTRATION STATEMENT AND THE RELATED
PROSPECTUS IN