PROVIDE THE COMPANY WITH PROMPT ADVANCE
NOTICE OF SUCH DISCLOSURE SO THAT THE COMPANY SHALL HAVE THE OPPORTUNITY IF IT
SO DESIRES TO SEEK A PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY AND, IN
CONNECTION WITH ANY DISCLOSURE REQUIRED BY THE COMMISSION OR THE RULES OF OR ANY
STOCK EXCHANGE TO WHICH THE INVESTOR OR ANY AFFILIATE OF THE INVESTOR IS
SUBJECT, THE INVESTOR SHALL REASONABLY COOPERATE, AT THE COMPANY'S EXPENSE, WITH
THE COMPANY'S EFFORTS TO OBTAIN CONFIDENTIAL TREATMENT FOR SUCH DISCLOSURE AND
THE INVESTOR SHALL ONLY FURNISH OR DISCLOSE THAT PORTION OF THE CONFIDENTIAL
INFORMATION AS IS REQUIRED BY LAW.
INVESTOR SHALL BE RESPONSIBLE FOR ANY USE
AND DISCLOSURE OF CONFIDENTIAL INFORMATION BY ITS REPRESENTATIVES, AGENTS AND
AFFILIATES IN VIOLATION OF THIS AGREEMENT.
10
(B)
NOTWITHSTANDING THE FOREGOING, THE INVESTOR MAY DISCLOSE ANY SUCH
CONFIDENTIAL INFORMATION TO ANY POTENTIAL PURCHASER OF THE INVESTOR SHARES AS
LONG AS SUCH POTENTIAL PURCHASER AGREES TO BE BOUND BY THE CONFIDENTIALITY
PROVISIONS SET FORTH IN THIS SECTION 5.2; PROVIDED, HOWEVER, THAT IF SUCH
POTENTIAL PURCHASER IS IN THE HOMEBUILDING BUSINESS, THE INVESTOR SHALL ONLY
MAKE SUCH DISCLOSURE AFTER PROVIDING PRIOR WRITTEN NOTICE TO THE COMPANY AT
LEAST FIVE BUSINESS DAYS BEFORE DISCLOSING ANY SUCH CONFIDENTIAL INFORMATION.
(C)
THE INVESTOR AND ITS AFFILIATES AGREE THAT SUCH CONFIDENTIAL
INFORMATION SHALL BE USED ONLY IN CONNECTION WITH THE BUSINESS OF THE COMPANY,
THE INVESTOR'S EQUITY INVESTMENT THEREIN AND ANY LENDING RELATIONSHIP BETWEEN
THE COMPANY AND THE INVESTOR, AND NOT FOR ANY OTHER PURPOSE, INCLUDING, WITHOUT
LIMITATION, IN CONNECTION WITH ANY COMPETITIVE OR POTENTIALLY COMPETITIVE
ACTIVITIES.
ANY PUBLICITY RELEASE, ADVERTISEMENT, FILING, PUBLIC STATEMENT OR
ANNOUNCEMENT MADE, REGARDING THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY IS TO BE FIRST REVIEWED BY, AND MUST BE REASONABLY
SATISFACTORY TO, BOTH THE INVESTOR AND THE COMPANY.
(D)
NEITHER THE INVESTOR NOR ANY OF ITS AFFILIATES WILL PURCHASE OR
SELL ANY SHARES, INCLUDING THE INVESTOR SHARES, ON THE BASIS OF ANY CONFIDENTIAL
INFORMATION, WHETHER THROUGH A BINDING CONTRACT TO PURCHASE OR SELL ANY SUCH
SHARES, INSTRUCTIONS TO ANY PERSON TO PURCHASE OR SELL ANY SUCH SHARES FOR ITS
OWN ACCOUNT OR THE ACCOUNT OF ANY OF ITS REPRESENTATIVES OR A WRITTEN PLAN FOR
TRADING ANY SUCH SHARES.
5.3
Termination of Rights.
The rights set forth in Sections
5.1(a) and 5.1(b) above shall terminate upon the consummation of the IPO.
The
Company's obligations to provide monthly and quarterly estimates of the
Company's net income pursuant to Sections 5.1(c) and 5.1(d) above shall
terminate upon the earlier to occur of (a) such time at which the estimates
provided pursuant to Sections 5.1(c) or 5.1(d) would be readily ascertainable
from the financial statements or other public filings of Investor, a Controlling
Affiliate or any Subsidiary of Investor or a Controlling Affiliate or (b) the
consummation of the IPO.
The obligations set forth in Section 5.2 shall survive
the expiration of the rights set forth in Section 5.1 and shall expire two years
from the first date on which the Investor no longer holds