ADDRESSED
TO THE UNDERWRITERS, IF ANY, OF:
(i)
an opinion of counsel for the Company
dated the effective date of such Registration Statement (and, if such
registration includes an underwritten public offering, dated the date of the
closing under the underwriting agreement), reasonably satisfactory in form and
substance to such underwriters, and
(II)
A "COMFORT" LETTER, DATED THE EFFECTIVE
DATE OF SUCH REGISTRATION STATEMENT (AND, IF SUCH REGISTRATION INCLUDES AN
UNDERWRITTEN PUBLIC OFFERING, DATED THE DATE OF THE CLOSING UNDER THE
UNDERWRITING AGREEMENT), SIGNED BY THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
WHO HAVE CERTIFIED THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN SUCH
REGISTRATION STATEMENT, COVERING SUBSTANTIALLY THE SAME MATTERS WITH RESPECT TO
SUCH REGISTRATION STATEMENT (AND THE PROSPECTUS INCLUDED THEREIN) AND, IN THE
CASE OF THE ACCOUNTANTS' LETTER, WITH RESPECT TO EVENTS SUBSEQUENT TO THE DATE
OF SUCH FINANCIAL STATEMENTS, AS ARE CUSTOMARILY COVERED IN OPINIONS OF ISSUER'S
COUNSEL AND IN ACCOUNTANTS' LETTERS DELIVERED TO THE UNDERWRITERS IN
UNDERWRITTEN PUBLIC OFFERINGS OF SECURITIES AND, IN THE CASE OF THE ACCOUNTANTS'
LETTER, SUCH OTHER FINANCIAL MATTERS, AND, IN THE CASE OF THE LEGAL OPINION,
SUCH OTHER LEGAL MATTERS, AS SUCH INITIATING HOLDER (OR THE UNDERWRITERS, IF
ANY) MAY REASONABLY REQUEST; AND
(III)
OTHERWISE REASONABLY COOPERATE WITH THE
INITIATING HOLDERS TO CARRY OUT THE INTENT OF THIS AGREEMENT.
It shall be a condition precedent to the obligations of the Company to take any
action pursuant to this Agreement with respect to the Registrable Securities of
any Initiating Holder that such Initiating Holder cooperates with the Company in
preparing such Registration.
5.
INDEMNIFICATION.
5.1
INDEMNIFICATION BY THE COMPANY.
IN THE EVENT OF ANY REGISTRATION OF ANY
SECURITIES OF THE COMPANY UNDER THE SECURITIES ACT, THE COMPANY WILL, AND HEREBY
DOES, INDEMNIFY AND HOLD HARMLESS EACH INITIATING HOLDER, ITS OFFICERS AND
DIRECTORS, EACH UNDERWRITER, BROKER OR ANY OTHER PERSON ACTING ON BEHALF OF SUCH
INITIATING HOLDER AND EACH OTHER PERSON, IF ANY, WHO CONTROLS ANY OF THE
FOREGOING PERSONS WITHIN THE MEANING OF THE SECURITIES ACT, AGAINST ANY LOSSES,
CLAIMS, DAMAGES OR LIABILITIES, JOINT OR SEVERAL, TO WHICH SUCH INITIATING
HOLDER OR ANY SUCH DIRECTOR OR OFFICER OR UNDERWRITER OR CONTROLLING PERSON MAY
BECOME SUBJECT UNDER THE SECURITIES ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES,
CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS OR PROCEEDINGS, WHETHER COMMENCED OR
THREATENED, IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON ANY UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN ANY
REGISTRATION STATEMENT UNDER WHICH SUCH SECURITIES WERE REGISTERED UNDER THE
SECURITIES ACT, ANY PRELIMINARY PROSPECTUS, FINAL PROSPECTUS OR SUMMARY
PROSPECTUS CONTAINED THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THERETO OR ANY
DOCUMENT INCIDENT TO REGISTRATION OR QUALIFICATION OF ANY REGISTRABLE SECURITIES
OR ARISE OUT OF OR ARE BASED UPON THE OMISSION OR ALLEGED OMISSION TO STATE
THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING OR, WITH RESPECT TO ANY PROSPECTUS, NECESSARY
TO MAKE THE STATEMENTS THEREIN IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE