THAT, AS THEREAFTER DELIVERED, NO
REGISTRATION STATEMENT NOR ANY PROSPECTUS WILL CONTAIN AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE
4
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
4.
REGISTRATION EXPENSES.
ALL FEES AND
EXPENSES INCIDENT TO THE PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT BY THE
COMPANY SHALL BE BORNE BY THE COMPANY WHETHER OR NOT ANY REGISTRABLE SECURITIES
ARE SOLD PURSUANT TO A REGISTRATION STATEMENT.
5.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE COMPANY.
THE
COMPANY SHALL, NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT, INDEMNIFY AND
HOLD HARMLESS IVOW, THE OFFICERS, DIRECTORS, AGENTS, INVESTMENT ADVISORS,
PARTNERS, MEMBERS AND EMPLOYEES OF EACH OF THEM, EACH PERSON WHO CONTROLS IVOW
(WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE
EXCHANGE ACT) AND THE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES OF EACH SUCH
CONTROLLING PERSON, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND
AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS (INCLUDING,
WITHOUT LIMITATION, REASONABLE COSTS OF PREPARATION AND REASONABLE ATTORNEYS'
FEES) AND EXPENSES (COLLECTIVELY, "LOSSES") (LOSSES SHALL NOT INCLUDE ANY
DIMINUTION IN VALUE OF THE REGISTRABLE SECURITIES), AS INCURRED, ARISING OUT OF
OR RELATING TO ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN ANY REGISTRATION STATEMENT, ANY PROSPECTUS OR ANY FORM OF
PROSPECTUS OR IN ANY AMENDMENT OR SUPPLEMENT THERETO OR IN ANY PRELIMINARY
PROSPECTUS, OR ARISING OUT OF OR RELATING TO ANY OMISSION OR ALLEGED OMISSION OF
A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN (IN THE CASE OF ANY PROSPECTUS OR FORM OF PROSPECTUS OR
SUPPLEMENT THERETO, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE)
NOT MISLEADING, EXCEPT TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT (1) SUCH
UNTRUE STATEMENTS OR OMISSIONS ARE BASED SOLELY UPON INFORMATION REGARDING IVOW
FURNISHED IN WRITING TO THE COMPANY BY IVOW EXPRESSLY FOR USE THEREIN, OR TO THE
EXTENT THAT SUCH INFORMATION RELATES TO IVOW OR IVOW'S PROPOSED METHOD OF
DISTRIBUTION OF REGISTRABLE SECURITIES AND WAS REVIEWED AND EXPRESSLY APPROVED
IN WRITING BY IVOW EXPRESSLY FOR USE IN THE REGISTRATION STATEMENT, SUCH
PROSPECTUS OR SUCH FORM OF PROSPECTUS OR IN ANY AMENDMENT OR SUPPLEMENT THERETO
(IT BEING UNDERSTOOD THAT IVOW HAS APPROVED ANNEX A HERETO FOR THIS PURPOSE) OR
(2) IN THE CASE OF AN OCCURRENCE OF AN EVENT OF THE TYPE SPECIFIED IN SECTION
3(C)(II)-(V), THE USE BY IVOW OF AN OUTDATED OR DEFECTIVE PROSPECTUS AFTER THE
COMPANY HAS NOTIFIED IVOW IN WRITING THAT THE PROSPECTUS IS OUTDATED OR
DEFECTIVE AND PRIOR TO THE RECEIPT BY IVOW OF AN ADVICE OR AN AMENDED OR
SUPPLEMENTED PROSPECTUS, BUT ONLY IF AND TO THE EXTENT THAT FOLLOWING THE
RECEIPT OF THE ADVICE OR THE AMENDED OR SUPPLEMENTED PROSPECTUS THE MISSTATEMENT
OR OMISSION GIVING RISE TO SUCH LOSS WOULD HAVE BEEN CORRECTED.
THE COMPANY
SHALL NOTIFY IVOW PROMPTLY OF THE INSTITUTION,