TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, AND THAT IN THE CASE
OF SUCH PROSPECTUS, IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
(G)
ENTER INTO AND PERFORM CUSTOMARY AGREEMENTS AND TAKE SUCH OTHER
ACTIONS AS REASONABLY REQUIRED IN ORDER TO EXPEDITE OR FACILITATE THE
DISPOSITION OF SUCH REGISTRABLE SECURITIES, INCLUDING CAUSING ITS OFFICERS TO
PARTICIPATE IN "ROAD SHOWS" AND OTHER INFORMATION MEETINGS ORGANIZED BY THE
UNDERWRITER, IF APPLICABLE;
(H)
MAKE AVAILABLE AT REASONABLE TIMES FOR INSPECTION BY ANY DESIGNATED
HOLDER, ANY MANAGING UNDERWRITER PARTICIPATING IN ANY DISPOSITION OF SUCH
REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT, HOLDERS' COUNSEL
AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH DESIGNATED
HOLDER OR ANY MANAGING UNDERWRITER (EACH, AN "INSPECTOR" AND COLLECTIVELY, THE
"INSPECTORS"), ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS
AND PROPERTIES OF THE COMPANY AND ITS SUBSIDIARIES (COLLECTIVELY, THE "RECORDS")
AS SHALL BE REASONABLY NECESSARY TO ENABLE THEM TO EXERCISE THEIR DUE DILIGENCE
RESPONSIBILITY, AND CAUSE THE COMPANY'S AND ITS SUBSIDIARIES' OFFICERS,
DIRECTORS AND EMPLOYEES, AND THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY,
TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH INSPECTOR IN
CONNECTION WITH SUCH REGISTRATION STATEMENT. NOTWITHSTANDING THE FOREGOING,
RECORDS AND OTHER INFORMATION 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 OR USED FOR ANY PURPOSE OTHER THAN AS NECESSARY OR
APPROPRIATE FOR THE PURPOSE OF SUCH INSPECTION (AND THE INSPECTORS SHALL CONFIRM
THEIR AGREEMENT IN WRITING IN ADVANCE TO THE COMPANY IF THE COMPANY SHALL SO
REQUEST) UNLESS (A) THE DISCLOSURE OF SUCH RECORDS IS NECESSARY, IN THE
COMPANY'S JUDGMENT, TO AVOID OR CORRECT A MISSTATEMENT OR OMISSION IN THE
REGISTRATION STATEMENT, (B) 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 (C) THE INFORMATION IN SUCH RECORDS WAS KNOWN TO THE
INSPECTORS ON A NON-
12
CONFIDENTIAL BASIS PRIOR TO ITS DISCLOSURE BY THE COMPANY OR HAS BEEN MADE
GENERALLY AVAILABLE TO THE PUBLIC. EACH DESIGNATED HOLDER AGREES THAT IT SHALL
PROMPTLY, 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, AND SUCH DESIGNATED HOLDER SHALL REASONABLY
COOPERATE WITH THE COMPANY IN CONNECTION THEREWITH;
(I)
IF SUCH SALE IS PURSUANT TO AN UNDERWRITTEN OFFERING, (A) OBTAIN
"COMFORT" LETTERS DATED THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT AND THE
DATE OF THE CLOSING UNDER THE UNDERWRITING AGREEMENT FROM THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS IN CUSTOMARY FORM AND COVERING SUCH MATTERS OF
THE TYPE CUSTOMARILY COVERED BY "COMFORT" LETTERS AS HOLDERS' COUNSEL OR THE