LETTERS TO BE IN CUSTOMARY FORM AND COVERING MATTERS OF THE
TYPE CUSTOMARILY COVERED IN "COMFORT" LETTERS IN CONNECTION WITH UNDERWRITTEN
OFFERINGS; AND (IV) IN THE CASE OF ANY UNDERWRITTEN OFFERING WHERE THE PROPOSED
MAXIMUM AGGREGATE OFFERING PRICE FOR THE REGISTRABLE SECURITIES OFFERED
THEREUNDER EXCEEDS $30 MILLION, CAUSE THE COMPANY'S MANAGEMENT TO BE MADE
REASONABLY AVAILABLE FOR, AND ASSIST IN, THE MARKETING AND DISPOSITION OF SUCH
REGISTRABLE SECURITIES IN THE MANNER AND TO THE EXTENT REASONABLY REQUESTED BY
THE UNDERWRITERS INCLUDING, WITHOUT LIMITATION, PARTICIPATION BY MANAGEMENT IN
CUSTOMARY ROAD SHOWS, INVESTOR CONFERENCES AND OTHER SIMILAR PRESENTATIONS.
THE
FOREGOING ACTIONS WILL BE TAKEN IN CONNECTION WITH EACH CLOSING UNDER SUCH
UNDERWRITING AGREEMENT AS AND TO THE EXTENT REQUIRED THEREUNDER.
(M)
MAKE AVAILABLE FOR REASONABLE INSPECTION
DURING NORMAL BUSINESS HOURS BY A REPRESENTATIVE OF THE HOLDERS HOLDING
REGISTRABLE SECURITIES BEING SOLD, ANY UNDERWRITER PARTICIPATING IN ANY
DISPOSITION OF REGISTRABLE SECURITIES, AND ANY ATTORNEY OR ACCOUNTANT RETAINED
BY SUCH SELLING HOLDERS OR UNDERWRITER, ALL FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY AND ITS
SUBSIDIARIES, AND CAUSE THE OFFICERS, DIRECTORS AND EMPLOYEES OF THE COMPANY AND
ITS SUBSIDIARIES TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH
REPRESENTATIVE, UNDERWRITER, ATTORNEY OR ACCOUNTANT IN CONNECTION WITH SUCH
REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT ANY RECORDS, INFORMATION OR
DOCUMENTS THAT ARE DESIGNATED BY THE COMPANY IN WRITING AS CONFIDENTIAL AT THE
TIME OF DELIVERY OF SUCH RECORDS, INFORMATION OR DOCUMENTS WILL BE KEPT
CONFIDENTIAL BY SUCH PERSONS UNLESS (I) SUCH RECORDS, INFORMATION OR DOCUMENTS
ARE IN THE PUBLIC DOMAIN OR OTHERWISE PUBLICLY AVAILABLE, (II) DISCLOSURE OF
SUCH RECORDS, INFORMATION OR DOCUMENTS IS REQUIRED BY COURT OR ADMINISTRATIVE
ORDER; PROVIDED, THAT SUCH HOLDER NOTIFIES THE COMPANY OF ANY SUCH REQUIREMENT
AND COOPERATES WITH THE COMPANY IN SEEKING A PROTECTIVE OR RESTRAINING ORDER
LIMITING SUCH DISCLOSURE, OR (III) DISCLOSURE OF SUCH RECORDS, INFORMATION OR
DOCUMENTS, IN THE REASONABLE OPINION OF COUNSEL TO SUCH PERSON, AFTER
CONSULTATION WITH THE COMPANY, IS OTHERWISE REQUIRED BY LAW (INCLUDING, WITHOUT
LIMITATION, PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT).
(N)
USE ITS REASONABLE BEST EFFORTS TO COMPLY
WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC AND MAKE GENERALLY
AVAILABLE TO ITS SECURITY HOLDERS EARNINGS STATEMENTS SATISFYING THE PROVISIONS
OF SECTION 11(A) OF THE SECURITIES ACT AND RULE 158 THEREUNDER (OR ANY SIMILAR
RULE PROMULGATED UNDER THE SECURITIES ACT) NO LATER THAN 45 CALENDAR DAYS AFTER
THE END OF ANY 12-MONTH PERIOD (OR 90 CALENDAR DAYS AFTER THE END OF ANY
12-MONTH PERIOD IF SUCH PERIOD IS A FISCAL YEAR) (I) COMMENCING AT THE END OF
ANY FISCAL QUARTER IN WHICH REGISTRABLE SECURITIES ARE SOLD TO UNDERWRITERS IN A
FIRM COMMITMENT OR BEST EFFORTS UNDERWRITTEN OFFERING, OR (II) IF NOT SOLD TO
UNDERWRITERS IN SUCH AN OFFERING, COMMENCING ON THE FIRST DAY OF THE FIRST
FISCAL QUARTER OF THE COMPANY, AFTER THE EFFECTIVE DATE OF A REGISTRATION
STATEMENT, WHICH STATEMENTS SHALL COVER SUCH 12-MONTH PERIOD.
SECTION 5.
Certain Covenants.
The Company's registration obligations
to a Holder shall be