FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF ANY
PROCEEDING FOR SUCH PURPOSE; AND
(V)
OF THE HAPPENING OF ANY EVENT THAT REQUIRES THE COMPANY TO MAKE
CHANGES IN SUCH REGISTRATION STATEMENT OR THE PROSPECTUS IN ORDER TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING (WHICH NOTICE SHALL BE ACCOMPANIED BY AN
INSTRUCTION TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE REQUISITE CHANGES
HAVE BEEN MADE);
(I)
USE ITS REASONABLE EFFORTS TO PREVENT THE ISSUANCE OR OBTAIN THE
WITHDRAWAL OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT AT THE EARLIEST POSSIBLE TIME OR THE LIFTING OF ANY SUSPENSION OF THE
QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY REGISTRABLE SECURITIES FOR
SALE IN ANY JURISDICTION IN THE UNITED STATES;
(J)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY SECTION 4(H)(V)
ABOVE, PROMPTLY PREPARE A POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION
STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR FILE ANY OTHER REQUIRED
DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE HOLDERS, THE PROSPECTUS WILL
NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING. IF THE COMPANY NOTIFIES THE HOLDERS
IN ACCORDANCE WITH SECTION 4(H)(V) ABOVE TO SUSPEND THE USE OF THE PROSPECTUS
UNTIL THE REQUISITE CHANGES TO THE PROSPECTUS HAVE BEEN MADE, THEN THE HOLDERS
SHALL SUSPEND USE OF SUCH PROSPECTUS AND USE THEIR REASONABLE EFFORTS TO RETURN
TO THE COMPANY ALL COPIES OF SUCH PROSPECTUS OTHER THAN PERMANENT FILE COPIES
THEN IN SUCH HOLDER'S POSSESSION, AND THE PERIOD OF EFFECTIVENESS OF SUCH
REGISTRATION STATEMENT PROVIDED FOR ABOVE SHALL BE EXTENDED BY THE NUMBER OF
DAYS FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO THE DATE
HOLDERS SHALL HAVE RECEIVED SUCH AMENDED OR SUPPLEMENTED PROSPECTUS PURSUANT TO
THIS SECTION 4(J);
(K)
MAKE REASONABLY AVAILABLE FOR INSPECTION BY A SINGLE
REPRESENTATIVE OF THE HOLDERS, ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION
PURSUANT TO SUCH REGISTRATION STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER
AGENT RETAINED BY SUCH REPRESENTATIVE OR ANY SUCH UNDERWRITER, AT THE OFFICES
WHERE NORMALLY KEPT, DURING NORMAL BUSINESS HOURS, ALL RELEVANT FINANCIAL AND
OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AND
CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL RELEVANT
INFORMATION REASONABLY REQUESTED BY SUCH REPRESENTATIVE OR ANY SUCH UNDERWRITER,
ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH THE REGISTRATION AS SHALL BE
NECESSARY, IN THE OPINION OF THEIR RESPECTIVE COUNSEL, TO CONDUCT A REASONABLE
INVESTIGATION WITHIN THE MEANING OF SECTION 11(A) OF THE SECURITIES ACT;
PROVIDED, HOWEVER, THAT SUCH REPRESENTATIVE, UNDERWRITER, ATTORNEY, ACCOUNTANT
OR AGENT SHALL USE THEIR REASONABLE BEST EFFORTS TO MINIMIZE THE DISRUPTION TO
THE COMPANY'S BUSINESS AND COORDINATE ANY SUCH INVESTIGATION OF THE BOOKS,
RECORDS AND PROPERTIES OF THE COMPANY AND ANY
6
DISCUSSIONS WITH THE COMPANY'S OFFICERS AND ACCOUNTANTS SO THAT ALL SUCH
INVESTIGATIONS AND DISCUSSIONS OCCUR AT THE SAME TIME AND; PROVIDED, FURTHER,
THAT THE FOREGOING