STATEMENT, AND ON THE DATE THAT REGISTRABLE SECURITIES ARE
DELIVERED TO A MANAGING UNDERWRITER(S) FOR SALE IN CONNECTION WITH THE
REGISTRATION STATEMENT, THE
6
COMPANY WILL FURNISH TO THE HOLDERS AND SUCH UNDERWRITERS (I) A LETTER, DATED
SUCH DATE, FROM THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, IN FORM
AND SUBSTANCE AS IS CUSTOMARILY GIVEN BY INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO THE
UNDERWRITERS; AND (II) AN OPINION, DATED SUCH DATE, FROM COUNSEL REPRESENTING
THE COMPANY FOR PURPOSES OF THE REGISTRATION STATEMENT, IN FORM AND SUBSTANCE AS
IS CUSTOMARILY GIVEN IN AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO THE
MANAGING UNDERWRITER(S) AND HOLDERS.
3.9
(A)
THE
COMPANY WILL MAKE AVAILABLE FOR INSPECTION BY ANY HOLDER WHOSE REGISTRABLE
SECURITIES ARE BEING SOLD PURSUANT TO A REGISTRATION STATEMENT, ANY UNDERWRITER
PARTICIPATING IN ANY DISPOSITION PURSUANT TO THE REGISTRATION STATEMENT, AND ANY
ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH HOLDER OR UNDERWRITER
(COLLECTIVELY, THE "INSPECTORS"), ALL PERTINENT FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY (COLLECTIVELY, THE
"RECORDS"), AS EACH INSPECTOR REASONABLY DEEMS NECESSARY TO ENABLE THE INSPECTOR
TO EXERCISE ITS DUE DILIGENCE RESPONSIBILITY.
THE COMPANY WILL CAUSE ITS
OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION THAT ANY INSPECTOR
MAY REASONABLY REQUEST FOR PURPOSES OF PERFORMING SUCH DUE DILIGENCE.
(B)
EACH INSPECTOR WILL HOLD IN CONFIDENCE, AND
WILL NOT MAKE ANY DISCLOSURE (EXCEPT TO A HOLDER) OF, ANY RECORDS OR OTHER
INFORMATION THAT THE COMPANY DETERMINES IN GOOD FAITH TO BE CONFIDENTIAL, AND OF
WHICH DETERMINATION THE INSPECTORS ARE SO NOTIFIED, UNLESS (I) THE DISCLOSURE OF
SUCH RECORDS IS NECESSARY TO AVOID OR CORRECT A MISSTATEMENT OR OMISSION IN ANY
REGISTRATION STATEMENT, (II) THE RELEASE OF SUCH RECORDS IS ORDERED PURSUANT TO
A SUBPOENA OR OTHER ORDER FROM A COURT OR GOVERNMENT BODY OF COMPETENT
JURISDICTION, (III) THE INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY
AVAILABLE TO THE PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS OR ANY
OTHER AGREEMENT (TO THE KNOWLEDGE OF THE RELEVANT INSPECTOR), (IV) THE RECORDS
OR OTHER INFORMATION WAS DEVELOPED INDEPENDENTLY BY AN INSPECTOR WITHOUT BREACH
OF THIS AGREEMENT, (V) THE INFORMATION WAS KNOWN TO THE INSPECTOR BEFORE RECEIPT
OF SUCH INFORMATION FROM THE COMPANY, OR (VI) THE INFORMATION WAS DISCLOSED TO
THE INSPECTOR BY A THIRD PARTY WITHOUT RESTRICTION.
THE COMPANY IS NOT REQUIRED
TO DISCLOSE ANY CONFIDENTIAL INFORMATION IN THE RECORDS TO ANY INSPECTOR UNLESS
AND UNTIL SUCH INSPECTOR HAS ENTERED INTO A CONFIDENTIALITY AGREEMENT (IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY) WITH THE COMPANY WITH
RESPECT THERETO, SUBSTANTIALLY IN THE SUBSTANCE OF THIS SECTION 3.9(B).
EACH
HOLDER WILL, UPON LEARNING THAT DISCLOSURE OF RECORDS CONTAINING CONFIDENTIAL
INFORMATION IS SOUGHT IN OR BY A COURT OR GOVERNMENTAL BODY OF COMPETENT
JURISDICTION OR THROUGH OTHER MEANS, GIVE PROMPT NOTICE TO THE COMPANY AND ALLOW
THE COMPANY, AT THE COMPANY'S EXPENSE, TO UNDERTAKE APPROPRIATE ACTION TO
PREVENT DISCLOSURE OF, OR TO OBTAIN A PROTECTIVE ORDER FOR, THE RECORDS DEEMED
CONFIDENTIAL.
NOTHING