BE SOLD UNDER THE REGISTRATION STATEMENT IN A FORM
ELIGIBLE FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY.
(D)
SUSPENSION OF SALES.
DURING ANY SCHEDULED BLACK-OUT PERIOD OR
UPON RECEIPT OF WRITTEN NOTICE FROM THE COMPANY THAT A REGISTRATION STATEMENT,
PROSPECTUS OR PROSPECTUS SUPPLEMENT CONTAINS OR MAY CONTAIN AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITS OR MAY OMIT TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, OR
THAT CIRCUMSTANCES EXIST THAT MAKE INADVISABLE USE OF SUCH REGISTRATION
STATEMENT, PROSPECTUS OR PROSPECTUS SUPPLEMENT, THE INVESTOR SHALL FORTHWITH
DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES UNTIL TERMINATION OF SUCH
SCHEDULED BLACK-OUT PERIOD OR UNTIL THE INVESTOR HAS RECEIVED COPIES OF A
SUPPLEMENTED OR AMENDED PROSPECTUS OR PROSPECTUS SUPPLEMENT, OR UNTIL THE
INVESTOR IS ADVISED IN WRITING BY THE COMPANY THAT THE USE OF THE PROSPECTUS
AND, IF APPLICABLE, PROSPECTUS SUPPLEMENT MAY BE RESUMED, AND, IF SO DIRECTED BY
THE COMPANY, THE INVESTOR SHALL DELIVER TO THE COMPANY (AT THE COMPANY'S
EXPENSE) ALL COPIES, OTHER THAN PERMANENT FILE COPIES THEN IN THE INVESTOR'S
POSSESSION, OF THE PROSPECTUS AND, IF APPLICABLE, PROSPECTUS SUPPLEMENT COVERING
SUCH REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
THE
TOTAL NUMBER OF DAYS THAT ANY SUCH SUSPENSION MAY BE IN EFFECT IN ANY 180-DAY
PERIOD SHALL NOT EXCEED 60 DAYS.
(E)
TERMINATION OF REGISTRATION RIGHTS.
THE INVESTOR'S
REGISTRATION RIGHTS AS TO ANY SECURITIES HELD BY THE INVESTOR SHALL NOT BE
AVAILABLE UPON THE EARLIER OF (A) THE FIRST TIME THE INVESTOR CEASES TO HOLD ANY
REGISTRABLE SECURITIES AND (B) THE TIME WHEN THE INVESTOR IS PERMITTED TO SELL
ITS REGISTRABLE SECURITIES PURSUANT TO RULE 144 WITHOUT VOLUME LIMITATIONS.
(F)
FURNISHING INFORMATION.
-20-
(1)
THE INVESTOR SHALL NOT USE ANY FREE WRITING PROSPECTUS (AS
DEFINED IN RULE 405) IN CONNECTION WITH THE SALE OF REGISTRABLE SECURITIES
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
(2)
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF THE
COMPANY TO TAKE ANY ACTION PURSUANT TO SECTION 4.1(C) THAT THE INVESTOR AND THE
UNDERWRITERS, IF ANY, SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING
THEMSELVES, THE REGISTRABLE SECURITIES HELD BY THE INVESTOR AND THE INTENDED
METHOD OF DISPOSITION OF SUCH SECURITIES AS SHALL BE REQUIRED TO EFFECT THE
REGISTERED OFFERING OF SUCH REGISTRABLE SECURITIES.
(G)
INDEMNIFICATION.
(1)
THE COMPANY AGREES TO INDEMNIFY THE INVESTOR AND, IF THE
INVESTOR IS A PERSON OTHER THAN AN INDIVIDUAL, THE INVESTOR'S OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATES, AND EACH PERSON,
IF ANY, THAT CONTROLS THE INVESTOR WITHIN THE MEANING OF THE SECURITIES ACT
(EACH, AN "INDEMNITEE"), AGAINST ANY AND ALL ACTIONS, SUITS, CLAIMS,
PROCEEDINGS, COSTS, LOSSES, LIABILITIES, DAMAGES, EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS), AMOUNTS PAID IN SETTLEMENT AND OTHER COSTS
(COLLECTIVELY, "LOSSES") ARISING OUT OF OR BASED UPON ANY UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OF MATERIAL FACT CONTAINED IN ANY REGISTRATION
STATEMENT, INCLUDING ANY PRELIMINARY PROSPECTUS OR FINAL PROSPECTUS CONTAINED
THEREIN OR ANY AMENDMENTS OR SUPPLEMENTS THERETO OR ANY