THE
COMPANY, TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH INSPECTOR IN
CONNECTION WITH SUCH REGISTRATION STATEMENT.
RECORDS THAT THE COMPANY
DETERMINES, IN GOOD FAITH, TO BE CONFIDENTIAL AND WHICH IT NOTIFIES THE
INSPECTORS ARE CONFIDENTIAL SHALL NOT BE DISCLOSED BY THE INSPECTORS (AND THE
INSPECTORS SHALL CONFIRM THEIR AGREEMENT IN WRITING IN ADVANCE TO THE COMPANY IF
THE COMPANY SHALL SO REQUEST) UNLESS (X) THE DISCLOSURE OF SUCH RECORDS IS
NECESSARY, IN THE COMPANY'S JUDGMENT, TO AVOID OR CORRECT A MISSTATEMENT OR
OMISSION IN THE REGISTRATION STATEMENT, (Y) THE RELEASE OF SUCH RECORDS IS
ORDERED PURSUANT TO A SUBPOENA OR OTHER ORDER FROM A COURT OF COMPETENT
JURISDICTION AFTER EXHAUSTION OF ALL APPEALS THEREFROM OR (Z) THE INFORMATION IN
SUCH RECORDS WAS KNOWN TO THE INSPECTORS ON A NON-CONFIDENTIAL BASIS PRIOR TO
ITS DISCLOSURE BY THE COMPANY OR HAS BEEN MADE GENERALLY AVAILABLE TO THE
PUBLIC.
EACH SELLER OF REGISTRABLE SECURITIES AGREES THAT IT SHALL, UPON
LEARNING THAT DISCLOSURE OF SUCH RECORDS IS SOUGHT IN A COURT OF COMPETENT
JURISDICTION, GIVE NOTICE TO THE COMPANY AND ALLOW THE COMPANY, AT THE COMPANY'S
EXPENSE, TO UNDERTAKE APPROPRIATE ACTION TO PREVENT DISCLOSURE OF THE RECORDS
DEEMED CONFIDENTIAL;
(VIII)
IF SUCH SALE IS PURSUANT TO AN UNDERWRITTEN OFFERING, USE ITS BEST
EFFORTS TO OBTAIN A "COLD COMFORT" LETTER FROM THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS IN CUSTOMARY FORM AND COVERING SUCH MATTERS OF THE TYPE CUSTOMARILY
COVERED BY "COLD COMFORT" LETTERS AS HOLDERS' COUNSEL OR THE MANAGING
UNDERWRITER REASONABLY REQUESTS;
(IX)
USE ITS REASONABLE BEST EFFORTS TO FURNISH, AT THE REQUEST OF ANY
SELLER OF REGISTRABLE SECURITIES ON THE DATE SUCH SECURITIES ARE DELIVERED TO
THE UNDERWRITERS FOR SALE PURSUANT TO SUCH REGISTRATION OR, IF SUCH
31
SECURITIES ARE NOT BEING SOLD THROUGH UNDERWRITERS, ON THE DATE THE REGISTRATION
STATEMENT WITH RESPECT TO SUCH SECURITIES BECOMES EFFECTIVE, AN OPINION, DATED
SUCH DATE, OF COUNSEL REPRESENTING THE COMPANY FOR THE PURPOSES OF SUCH
REGISTRATION, ADDRESSED TO THE UNDERWRITERS, IF ANY, AND TO THE SELLER MAKING
SUCH REQUEST, COVERING SUCH LEGAL MATTERS WITH RESPECT TO THE REGISTRATION IN
RESPECT OF WHICH SUCH OPINION IS BEING GIVEN AS THE UNDERWRITERS, IF ANY, AND
SUCH SELLER MAY REASONABLY REQUEST AND ARE CUSTOMARILY INCLUDED IN SUCH
OPINIONS;
(X)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION,
AND MAKE AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS REASONABLY PRACTICABLE
BUT NO LATER THAN FIFTEEN (15) MONTHS AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT, AN EARNINGS STATEMENT COVERING A PERIOD OF TWELVE (12)
MONTHS BEGINNING AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, IN A
MANNER WHICH SATISFIES THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT AND
RULE 158 THEREUNDER;
(XI)
CAUSE ALL SUCH REGISTRABLE SECURITIES TO BE LISTED ON EACH SECURITIES
EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED,
PROVIDED THAT THE APPLICABLE LISTING REQUIREMENTS ARE SATISFIED;
(XII)
KEEP HOLDERS' COUNSEL ADVISED IN WRITING AS TO THE INITIATION AND
PROGRESS OF ANY REGISTRATION UNDER SECTION 6.02 OR SECTION 6.03