THEREOF IN ACCORDANCE WITH THE INTENDED METHOD OF DISTRIBUTION THEREOF,
AND USE ITS BEST EFFORTS TO CAUSE EACH SUCH REGISTRATION STATEMENT TO BECOME
EFFECTIVE;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO EACH REGISTRATION STATEMENT AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE FOR A PERIOD ENDING ON THE EARLIER
OF (I) 90 DAYS FROM THE EFFECTIVE DATE AND (II) SUCH TIME AS ALL OF SUCH
SECURITIES HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHOD OF
DISPOSITION THEREOF; CAUSE THE RELATED PROSPECTUS TO BE SUPPLEMENTED BY ANY
REQUIRED PROSPECTUS SUPPLEMENT AND, AS SO SUPPLEMENTED, TO BE FILED PURSUANT TO
RULE 424 (OR ANY SIMILAR PROVISIONS THEN IN FORCE) UNDER THE SECURITIES ACT; AND
COMPLY WITH THE PROVISIONS
13
OF THE SECURITIES ACT, THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE SEC
PROMULGATED THEREUNDER APPLICABLE TO IT WITH RESPECT TO THE DISPOSITION OF ALL
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH
PROSPECTUS AS SO SUPPLEMENTED;
(C)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES PROMPTLY (BUT IN ANY EVENT
WITHIN TWO (2) BUSINESS DAYS), AND CONFIRM SUCH NOTICE IN WRITING, (I) WHEN A
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS BEEN
FILED, AND, WITH RESPECT TO A REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE, (II) OF THE ISSUANCE BY THE SEC
OF ANY STOP ORDER (OR THREAT OF SUCH ISSUANCE OF A STOP ORDER) SUSPENDING THE
EFFECTIVENESS OF A REGISTRATION STATEMENT OR OF ANY ORDER PREVENTING OR
SUSPENDING THE USE OF ANY PRELIMINARY PROSPECTUS, (III) IF, AT ANY TIME WHEN A
PROSPECTUS IS REQUIRED BY THE SECURITIES ACT TO BE DELIVERED IN CONNECTION WITH
SALES OF REGISTRABLE SECURITIES, THE COMPANY BECOMES AWARE THAT THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED IN ANY AGREEMENT
(INCLUDING ANY UNDERWRITING AGREEMENT) CONTEMPLATED BY SECTION 5D(J) CEASE TO BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS, (IV) OF THE RECEIPT BY THE COMPANY OF
ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OR
EXEMPTION FROM QUALIFICATION OF A REGISTRATION STATEMENT OR ANY OF THE
REGISTRABLE SECURITIES FOR OFFER OR SALE IN ANY JURISDICTION, AND (V) IF THE
COMPANY BECOMES AWARE OF THE HAPPENING OF ANY EVENT THAT MAKES ANY STATEMENT
MADE IN SUCH REGISTRATION STATEMENT OR RELATED PROSPECTUS OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE UNTRUE IN ANY
MATERIAL RESPECT OR THAT REQUIRES THE MAKING OF ANY CHANGES IN SUCH REGISTRATION
STATEMENT, PROSPECTUS OR DOCUMENTS SO THAT, IN THE CASE OF SUCH REGISTRATION
STATEMENT, 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 NOT MISLEADING, AND THAT IN THE CASE OF THE PROSPECTUS,
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