ITS SUBSIDIARIES' OPERATIONS OR FINANCIAL AFFAIRS
GIVEN TO THE COMPANY BY ITS INDEPENDENT ACCOUNTANTS (AND NOT OTHERWISE CONTAINED
IN OTHER MATERIALS PROVIDED HEREUNDER);
(V)
NOT LATER THAN 45 DAYS AFTER THE BEGINNING
OF EACH FISCAL YEAR, AN ANNUAL BUDGET PREPARED ON A MONTHLY BASIS FOR THE
COMPANY AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR (DISPLAYING ANTICIPATED
STATEMENTS OF INCOME AND CASH FLOWS AND BALANCE SHEETS), AND PROMPTLY UPON
PREPARATION THEREOF ANY OTHER SIGNIFICANT BUDGETS PREPARED BY THE COMPANY AND
ANY REVISIONS OF SUCH ANNUAL OR OTHER BUDGETS; AND
(VI)
WITH REASONABLE PROMPTNESS, SUCH OTHER
INFORMATION AND FINANCIAL DATA CONCERNING THE COMPANY AND ITS SUBSIDIARIES AS
ANY PERSON ENTITLED TO RECEIVE INFORMATION UNDER THIS SECTION 2(A) MAY
REASONABLY REQUEST.
Each of the financial statements referred to in subparagraphs (i), (ii) and
(iii) above shall be true and correct in all material respects as of the dates
and for the periods stated therein, subject in the case of the unaudited
financial statements to changes resulting from normal year-end adjustments for
recurring accruals (none of which would, alone or in the aggregate, be
materially adverse to the business, condition (financial or otherwise),
operating results, assets, liabilities, operations, business prospects or
customer, supplier or employee relations of the Company and its Subsidiaries
taken as a whole).
(B)
INSPECTION RIGHTS.
THE COMPANY SHALL PERMIT ANY REPRESENTATIVES
DESIGNATED BY ANY HOLDER OF MORE THAN 25% OF THE MDCP REGISTRABLE SECURITIES,
UPON REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS TO (I) VISIT AND INSPECT
ANY OF THE PROPERTIES OF THE COMPANY AND ITS SUBSIDIARIES, (II) EXAMINE THE
CORPORATE AND FINANCIAL RECORDS OF THE COMPANY AND ITS SUBSIDIARIES AND MAKE
COPIES THEREOF OR EXTRACTS THEREFROM AND (III) DISCUSS THE AFFAIRS, FINANCES AND
ACCOUNTS OF ANY SUCH CORPORATIONS WITH THE DIRECTORS, OFFICERS, KEY EMPLOYEES
AND INDEPENDENT ACCOUNTANTS OF THE COMPANY AND ITS SUBSIDIARIES.
THE
PRESENTATION OF AN EXECUTED COPY OF THIS AGREEMENT BY ANY SUCH HOLDER TO THE
COMPANY'S INDEPENDENT ACCOUNTANTS SHALL CONSTITUTE THE COMPANY'S PERMISSION TO
ITS INDEPENDENT ACCOUNTANTS TO PARTICIPATE IN DISCUSSIONS WITH SUCH PERSONS.
(C)
CONFIDENTIALITY.
TO THE EXTENT THAT ANY SUCH INFORMATION MADE
AVAILABLE TO ANY HOLDER OF MDCP REGISTRABLE SECURITIES WOULD REQUIRE DISCLOSURE
UNDER REGULATION FD, SUCH HOLDER SHALL AS A CONDITION TO RECEIVING ANY SUCH
INFORMATION THAT IS NOT OTHERWISE PUBLICLY AVAILABLE AGREE IN WRITING TO KEEP
SUCH INFORMATION CONFIDENTIAL AND NOT DISCLOSE SUCH INFORMATION TO ANY PERSON
(I) UNLESS SUCH PERSON AGREES TO KEEP SUCH INFORMATION CONFIDENTIAL OR (II)
EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW (INCLUDING SECURITIES LAW).
EACH
HOLDER OF REGISTRABLE SECURITIES PARTY TO THIS AGREEMENT SHALL BE DEEMED BY ITS
EXECUTION HEREOF TO HAVE SATISFIED THE CONDITION REFERRED TO IN THIS SECTION
2(C).
5
(D)
RESTRICTIONS.
AS LONG AS MDCP OWNS AT LEAST 25% OF THE VOTING
POWER OF ALL SHARES OF CAPITAL STOCK OF THE COMPANY, FROM AND AFTER THE
EFFECTIVE TIME, THE COMPANY SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
MDCP:
(I)
DIRECTLY OR INDIRECTLY DECLARE OR PAY
ANY DIVIDENDS OR MAKE ANY DISTRIBUTIONS