BE
REQUIRED TO QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT
THEN SO QUALIFIED OR TO TAKE ANY
12
ACTION WHICH WOULD SUBJECT TO IT GENERAL SERVICE OF PROCESS OR TO TAXATION IN
ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT.
(D)
THE COMPANY REPRESENTS THAT THE MARKET-MAKING REGISTRATION STATEMENT, ANY
POST-EFFECTIVE AMENDMENTS THERETO, ANY AMENDMENTS OR SUPPLEMENTS TO THE RELATED
PROSPECTUS AND ANY DOCUMENTS FILED BY IT UNDER THE EXCHANGE ACT WILL, WHEN THEY
BECOME EFFECTIVE OR ARE FILED WITH THE COMMISSION, AS THE CASE MAY BE, CONFORM
IN ALL RESPECTS TO THE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT
AND THE RULES AND REGULATIONS OF THE COMMISSION THEREUNDER AND WILL NOT, AS OF
THE EFFECTIVE DATE OF SUCH MARKET-MAKING REGISTRATION STATEMENT OR
POST-EFFECTIVE AMENDMENTS AND AS OF THE FILING DATE OF AMENDMENTS OR SUPPLEMENTS
TO SUCH PROSPECTUS OR FILINGS UNDER THE EXCHANGE ACT, CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT 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 NO
REPRESENTATION OR WARRANTY IS MADE AS TO INFORMATION CONTAINED IN OR OMITTED
FROM THE MARKET-MAKING REGISTRATION STATEMENT OR THE RELATED PROSPECTUS IN
RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE
COMPANY BY THE MARKET-MAKERS SPECIFICALLY FOR INCLUSION THEREIN, WHICH
INFORMATION THE PARTIES HERETO AGREE WILL BE LIMITED TO THE STATEMENTS
CONCERNING (I) THE MARKET-MAKING ACTIVITIES OF THE MARKET-MAKERS TO BE SET FORTH
ON THE COVER PAGE AND IN THE "PLAN OF DISTRIBUTION" SECTION OF THE PROSPECTUS
AND (II) THE AFFILIATIONS OF THE MARKET-MAKERS.
(E)
AT THE TIME OF EFFECTIVENESS OF THE MARKET-MAKING REGISTRATION STATEMENT
(UNLESS IT IS THE SAME AS THE TIME OF EFFECTIVENESS OF THE EXCHANGE OFFER
REGISTRATION STATEMENT) AND CONCURRENTLY WITH EACH TIME THE MARKET-MAKING
REGISTRATION STATEMENT OR THE RELATED PROSPECTUS SHALL BE AMENDED OR SUCH
PROSPECTUS SHALL BE SUPPLEMENTED, THE COMPANY SHALL (IF REQUESTED IN WRITING BY
EITHER MARKET-MAKER) FURNISH THE MARKET-MAKERS AND THEIR COUNSEL WITH A
CERTIFICATE OF ITS CHAIRMAN OF THE BOARD OF DIRECTORS OR CHIEF FINANCIAL OFFICER
TO THE EFFECT THAT:
(I)
THE MARKET-MAKING REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE; (II)
IN THE CASE OF AN AMENDMENT OR SUPPLEMENT, SUCH AMENDMENT HAS BECOME EFFECTIVE
UNDER THE SECURITIES ACT AS OF THE DATE AND TIME SPECIFIED IN SUCH CERTIFICATE,
IF APPLICABLE; IF REQUIRED, SUCH AMENDMENT OR SUPPLEMENT TO THE PROSPECTUS WAS
FILED WITH THE COMMISSION PURSUANT TO THE SUBPARAGRAPH OF RULE 424(B) UNDER THE
SECURITIES ACT SPECIFIED IN SUCH CERTIFICATE ON THE DATE SPECIFIED THEREIN;
(III) TO THE KNOWLEDGE OF SUCH OFFICERS, NO STOP ORDER SUSPENDING THE
EFFECTIVENESS OF THE MARKET-MAKING REGISTRATION STATEMENT HAS BEEN ISSUED AND NO
PROCEEDING FOR THAT PURPOSE IS PENDING OR THREATENED BY THE COMMISSION; (IV)
SUCH OFFICERS HAVE CAREFULLY EXAMINED THE MARKET-MAKING REGISTRATION STATEMENT
AND THE PROSPECTUS (AND, IN THE CASE OF AN AMENDMENT OR SUPPLEMENT, SUCH
AMENDMENT OR SUPPLEMENT) AND