FOR INSPECTION DURING NORMAL BUSINESS HOURS BY A
REPRESENTATIVE FOR THE NOTICE HOLDERS OF SUCH REGISTRABLE SECURITIES, ANY
BROKER-DEALERS, UNDERWRITERS, ATTORNEYS AND ACCOUNTANTS RETAINED BY SUCH NOTICE
HOLDERS, AND ANY ATTORNEYS OR OTHER AGENTS RETAINED BY A BROKER-
12
DEALER OR UNDERWRITER ENGAGED BY SUCH NOTICE HOLDERS, ALL RELEVANT FINANCIAL AND
OTHER RECORDS AND PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY
AND ITS SUBSIDIARIES, AND CAUSE THE APPROPRIATE OFFICERS, DIRECTORS AND
EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES TO MAKE REASONABLY AVAILABLE FOR
INSPECTION DURING NORMAL BUSINESS HOURS ON REASONABLE NOTICE ALL RELEVANT
INFORMATION REASONABLY REQUESTED BY SUCH REPRESENTATIVE FOR THE NOTICE HOLDERS,
OR ANY SUCH BROKER-DEALERS, UNDERWRITERS, ATTORNEYS OR ACCOUNTANTS IN CONNECTION
WITH SUCH DISPOSITION, IN EACH CASE AS IS CUSTOMARY FOR SIMILAR "DUE DILIGENCE"
EXAMINATIONS; PROVIDED THAT SUCH PERSONS SHALL FIRST AGREE IN WRITING WITH THE
COMPANY THAT ANY INFORMATION THAT IS REASONABLY DESIGNATED BY THE COMPANY AS
CONFIDENTIAL AT THE TIME OF DELIVERY OF SUCH INFORMATION SHALL BE KEPT
CONFIDENTIAL BY SUCH PERSONS AND SHALL BE USED SOLELY FOR THE PURPOSES OF
EXERCISING RIGHTS UNDER THIS AGREEMENT, UNLESS (I) DISCLOSURE OF SUCH
INFORMATION IS REQUIRED BY COURT OR ADMINISTRATIVE ORDER OR IS NECESSARY TO
RESPOND TO INQUIRIES OF REGULATORY AUTHORITIES, (II) DISCLOSURE OF SUCH
INFORMATION IS REQUIRED BY LAW (INCLUDING ANY DISCLOSURE REQUIREMENTS PURSUANT
TO FEDERAL SECURITIES LAWS IN CONNECTION WITH THE FILING OF ANY REGISTRATION
STATEMENT OR THE USE OF ANY PROSPECTUS REFERRED TO IN THIS AGREEMENT), (III)
SUCH INFORMATION BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A
RESULT OF A DISCLOSURE OR FAILURE TO SAFEGUARD BY ANY SUCH PERSON OR (IV) SUCH
INFORMATION BECOMES AVAILABLE TO ANY SUCH PERSON FROM A SOURCE OTHER THAN THE
COMPANY AND SUCH SOURCE IS NOT BOUND BY A CONFIDENTIALITY AGREEMENT OR OTHER
DUTY OF CONFIDENTIALITY, AND PROVIDED FURTHER THAT THE FOREGOING INSPECTION AND
INFORMATION GATHERING SHALL, TO THE GREATEST EXTENT POSSIBLE, BE COORDINATED ON
BEHALF OF ALL THE NOTICE HOLDERS AND THE OTHER PARTIES ENTITLED THERETO BY THE
COUNSEL REFERRED TO IN SECTION 5.
ANY PERSON LEGALLY COMPELLED TO DISCLOSE ANY
SUCH CONFIDENTIAL INFORMATION MADE AVAILABLE FOR INSPECTION SHALL PROVIDE THE
COMPANY WITH PROMPT PRIOR WRITTEN NOTICE OF SUCH REQUIREMENT SO THAT THE COMPANY
MAY SEEK A PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY.
(J)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC AND
MAKE GENERALLY AVAILABLE TO ITS SECURITYHOLDERS EARNING STATEMENTS (WHICH NEED
NOT BE AUDITED) SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT
AND RULE 158 THEREUNDER (OR ANY SIMILAR RULE PROMULGATED UNDER THE SECURITIES
ACT) FOR A 12-MONTH PERIOD COMMENCING ON THE FIRST DAY OF THE FIRST FISCAL
QUARTER OF THE COMPANY COMMENCING AFTER THE EFFECTIVE DATE OF A REGISTRATION
STATEMENT, WHICH STATEMENTS SHALL BE MADE AVAILABLE NO LATER THAN 45 DAYS AFTER
THE END OF THE 12-MONTH PERIOD OR 90 DAYS IF THE 12-MONTH PERIOD COINCIDES WITH
THE FISCAL YEAR OF THE COMPANY.
(K)
COOPERATE WITH EACH NOTICE HOLDER TO FACILITATE THE TIMELY
PREPARATION AND DELIVERY OF CERTIFICATES