does not make or has not
made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1.
(A)
SECURITIES MAY ONLY BE DISPOSED OF IN COMPLIANCE WITH STATE AND FEDERAL
SECURITIES LAWS.
IN CONNECTION WITH ANY TRANSFER OF THE SECURITIES OTHER THAN
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, TO THE BORROWER, TO AN
AFFILIATE OF THE LENDER OR IN CONNECTION WITH A PLEDGE AS CONTEMPLATED IN
SECTION 4.1(B), THE BORROWER MAY REQUIRE THE TRANSFEROR THEREOF TO PROVIDE TO
THE BORROWER AN OPINION OF COUNSEL SELECTED BY THE TRANSFEROR, THE FORM AND
SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO THE BORROWER, TO
THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH TRANSFERRED
SECURITIES UNDER THE SECURITIES ACT.
(B)
CERTIFICATES EVIDENCING THE SECURITIES WILL
CONTAIN THE FOLLOWING LEGEND, SO LONG AS IS REQUIRED BY THIS SECTION 4.1(B) OR
SECTION 4.1(C):
12
[NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION/EXERCISE
OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN
REGISTERED]WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER.
[THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION/EXERCISE OF THESE
SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
4.2.
FURNISHING OF INFORMATION.
AS LONG AS THE
LENDER OWNS THE SECURITIES ISSUED OR ISSUABLE TO IT, THE BORROWER COVENANTS TO
USE ITS BEST EFFORTS TO TIMELY FILE (OR OBTAIN EXTENSIONS IN RESPECT THEREOF AND
FILE WITHIN THE APPLICABLE GRACE PERIOD) ALL REPORTS REQUIRED TO BE FILED BY THE
BORROWER AFTER THE DATE HEREOF PURSUANT TO THE EXCHANGE ACT. UPON THE REQUEST OF
ANY SUCH PERSON, THE BORROWER SHALL DELIVER TO SUCH PERSON A WRITTEN
CERTIFICATION OF A DULY AUTHORIZED OFFICER AS TO WHETHER IT HAS COMPLIED WITH
THE PRECEDING SENTENCE.
AS LONG AS THE LENDER OWNS SECURITIES, IF THE BORROWER
IS NOT REQUIRED TO FILE REPORTS PURSUANT TO SUCH LAWS, IT WILL PREPARE AND
FURNISH TO THE LENDER AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE 144(C)
SUCH INFORMATION AS IS REQUIRED FOR THE LENDER TO SELL THE UNDERLYING SHARES
UNDER RULE 144. THE BORROWER FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER
ACTION AS ANY HOLDER OF SECURITIES MAY REASONABLY REQUEST, ALL TO THE EXTENT
REQUIRED FROM TIME TO TIME TO ENABLE SUCH PERSON TO SELL SUCH UNDERLYING SHARES
WITHOUT REGISTRATION UNDER THE