HEREOF) FILE WITH THE SEC, AT THE SOLE
EXPENSE OF THE COMPANY, A SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, OR FILE ANY
OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF
THE REGISTRABLE SECURITIES BEING SOLD THEREUNDER, ANY SUCH PROSPECTUS WILL NOT
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
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(J)
PRIOR TO THE EFFECTIVE DATE OF THE FIRST
REGISTRATION STATEMENT RELATING TO THE REGISTRABLE SECURITIES, (I) PROVIDE THE
TRUSTEE FOR THE NOTES AND THE TRANSFER AGENT FOR THE COMMON STOCK WITH
CERTIFICATES FOR THE REGISTRABLE SECURITIES IN A FORM ELIGIBLE FOR DEPOSIT WITH
THE DEPOSITORY TRUST COMPANY AND (II) PROVIDE A CUSIP NUMBER FOR THE REGISTRABLE
SECURITIES.
(K)
DURING THE EFFECTIVENESS PERIOD, IF REQUESTED IN
CONNECTION WITH A DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO A
REGISTRATION STATEMENT, MAKE AVAILABLE AT REASONABLE TIMES FOR INSPECTION BY ONE
OR MORE REPRESENTATIVES OF THE SELLING HOLDERS AND ANY ATTORNEY OR ACCOUNTANT
RETAINED BY ANY SUCH SELLING HOLDERS (COLLECTIVELY, THE "INSPECTORS"), AT THE
OFFICES WHERE NORMALLY KEPT, DURING REASONABLE BUSINESS HOURS, AT SUCH TIME OR
TIMES AS SHALL BE MUTUALLY CONVENIENT FOR THE COMPANY AND THE INSPECTORS AS A
GROUP, 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
11
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