ALL FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS AND INSTRUMENTS OF THE COMPANY AND ITS
SUBSIDIARIES (COLLECTIVELY, THE "RECORDS") AS SHALL BE REASONABLY NECESSARY TO
ENABLE THEM TO EXERCISE ANY APPLICABLE DUE DILIGENCE RESPONSIBILITIES, AND CAUSE
THE OFFICERS, DIRECTORS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES TO
SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH INSPECTOR IN CONNECTION
WITH SUCH REGISTRATION STATEMENT IN ACCORDANCE WITH THIS SECTION; PROVIDED THAT
THE COMPANY SHALL HAVE NO OBLIGATION TO PROVIDE ANY SUCH INFORMATION PRIOR TO
THE EXECUTION BY THE PARTY RECEIVING SUCH INFORMATION OF A CONFIDENTIALITY
AGREEMENT IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY.
RECORDS THAT THE
COMPANY DETERMINES, IN GOOD FAITH, TO BE CONFIDENTIAL AND ANY RECORDS THAT IT
NOTIFIES THE INSPECTORS ARE CONFIDENTIAL SHALL NOT BE USED FOR ANY PURPOSE OTHER
THAN SATISFYING "DUE DILIGENCE" OBLIGATIONS UNDER THE SECURITIES ACT AND
EXERCISING RIGHTS UNDER THIS AGREEMENT AND SHALL NOT BE DISCLOSED BY ANY
INSPECTOR UNLESS (I) THE DISCLOSURE OF SUCH RECORDS IS NECESSARY TO AVOID OR
CORRECT A MATERIAL MISSTATEMENT OR MATERIAL OMISSION IN SUCH REGISTRATION
STATEMENT, (II) THE RELEASE OF SUCH RECORDS IS ORDERED PURSUANT TO A SUBPOENA OR
OTHER ORDER FROM A COURT OF COMPETENT JURISDICTION, (III) DISCLOSURE OF SUCH
INFORMATION IS, IN THE OPINION OF COUNSEL FOR THE SELLING HOLDER OR ANY
INSPECTOR, NECESSARY OR ADVISABLE IN CONNECTION WITH ANY ACTION, CLAIM, SUIT OR
PROCEEDING, DIRECTLY INVOLVING OR POTENTIALLY INVOLVING SUCH SELLING HOLDER OR
INSPECTOR AND ARISING OUT OF, BASED UPON, RELATING TO, OR INVOLVING THIS
AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY OR ARISING HEREUNDER OR (IV)
THE INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY AVAILABLE TO THE PUBLIC
OTHER THAN THROUGH THE ACTS OF SUCH INSPECTOR IN BREACH OF THIS AGREEMENT;
PROVIDED THAT PRIOR NOTICE SHALL BE PROVIDED AS SOON AS PRACTICABLE TO THE
COMPANY OF THE POTENTIAL DISCLOSURE OF ANY INFORMATION BY SUCH INSPECTOR
PURSUANT TO CLAUSES (II) OR (III) OF THIS SENTENCE TO PERMIT THE COMPANY TO
OBTAIN A PROTECTIVE ORDER (OR WAIVE THE PROVISIONS OF THIS SECTION 4(K)).
EACH
INSPECTOR SHALL TAKE SUCH ACTIONS AS ARE REASONABLY NECESSARY TO PROTECT THE
CONFIDENTIALITY OF SUCH INFORMATION (IF PRACTICABLE) TO THE EXTENT SUCH ACTIONS
ARE OTHERWISE NOT INCONSISTENT WITH, AN IMPAIRMENT OF OR IN DEROGATION OF THE
RIGHTS AND INTERESTS OF THE HOLDER OR ANY INSPECTOR, UNLESS AND UNTIL SUCH
INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY AVAILABLE TO THE PUBLIC
OTHER THAN AS A RESULT OF A BREACH OF THIS AGREEMENT (IT BEING UNDERSTOOD THAT
"REASONABLY NECESSARY" FOR THE PURPOSES OF THIS SENTENCE WILL BE DEFINED BY
REFERENCE TO THOSE ACTIONS TAKEN BY SUCH INSPECTOR IN PROTECTING THE
CONFIDENTIALITY OF ITS OWN INFORMATION).
(L)
DURING THE EFFECTIVENESS PERIOD, COMPLY WITH ALL RULES AND
REGULATIONS OF THE SEC APPLICABLE TO ANY REGISTRATION STATEMENT AND MAKE
GENERALLY AVAILABLE TO ITS SECURITY HOLDERS AS SOON AS REASONABLY PRACTICABLE
EARNING STATEMENTS SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES
ACT AND RULE 158 THEREUNDER (OR ANY SIMILAR RULE PROMULGATED UNDER THE
SECURITIES ACT) NO