SUBSIDIARY GUARANTORS OF THE TRANSACTIONS CONTEMPLATED BY THIS EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT, EXCEPT THE REGISTRATION UNDER THE SECURITIES ACT
OF THE SECURITIES, QUALIFICATION OF THE INDENTURE UNDER THE TRUST INDENTURE ACT
AND SUCH CONSENTS, APPROVALS, AUTHORIZATIONS, REGISTRATIONS OR QUALIFICATIONS AS
MAY BE REQUIRED UNDER STATE SECURITIES OR BLUE
17
SKY LAWS IN CONNECTION WITH THE OFFERING AND DISTRIBUTION OF THE SECURITIES.
(D)
THIS EXCHANGE AND REGISTRATION RIGHTS
AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE COMPANY AND
EACH SUBSIDIARY GUARANTOR.
6.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE COMPANY AND THE
SUBSIDIARY GUARANTORS.
THE COMPANY AND THE SUBSIDIARY GUARANTORS, JOINTLY AND
SEVERALLY, WILL INDEMNIFY AND HOLD HARMLESS EACH OF THE HOLDERS OF REGISTRABLE
SECURITIES INCLUDED IN AN EXCHANGE REGISTRATION STATEMENT, EACH OF THE ELECTING
HOLDERS OF REGISTRABLE SECURITIES INCLUDED IN A SHELF REGISTRATION STATEMENT AND
EACH PERSON WHO PARTICIPATES AS A PLACEMENT OR SALES AGENT OR AS AN UNDERWRITER
IN ANY OFFERING OR SALE OF SUCH REGISTRABLE SECURITIES AGAINST ANY LOSSES,
CLAIMS, DAMAGES OR LIABILITIES, JOINT OR SEVERAL, TO WHICH SUCH HOLDER, AGENT OR
UNDERWRITER MAY BECOME SUBJECT UNDER THE SECURITIES ACT OR OTHERWISE, INSOFAR AS
SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS IN RESPECT THEREOF)
ARISE OUT OF OR ARE BASED UPON AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT
OF A MATERIAL FACT CONTAINED IN ANY EXCHANGE REGISTRATION STATEMENT OR SHELF
REGISTRATION STATEMENT, AS THE CASE MAY BE, UNDER WHICH SUCH REGISTRABLE
SECURITIES WERE REGISTERED UNDER THE SECURITIES ACT, OR ANY PRELIMINARY, FINAL
OR SUMMARY PROSPECTUS CONTAINED THEREIN OR FURNISHED BY THE COMPANY TO ANY SUCH
HOLDER, ELECTING HOLDER, AGENT OR UNDERWRITER, OR ANY AMENDMENT OR SUPPLEMENT
THERETO, 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, AND WILL REIMBURSE SUCH HOLDER, SUCH
ELECTING HOLDER, SUCH AGENT AND SUCH UNDERWRITER FOR ANY LEGAL OR OTHER EXPENSES
REASONABLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY
SUCH ACTION OR CLAIM AS SUCH EXPENSES ARE INCURRED; PROVIDED, HOWEVER, THAT
NEITHER THE COMPANY NOR ANY SUBSIDIARY GUARANTOR SHALL BE LIABLE TO ANY SUCH
PERSON IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE OR
LIABILITY ARISES OUT OF OR IS BASED UPON AN UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OR OMISSION OR ALLEGED OMISSION MADE IN SUCH REGISTRATION STATEMENT,
OR PRELIMINARY, FINAL OR SUMMARY PROSPECTUS, OR AMENDMENT OR SUPPLEMENT THERETO
(I) IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE
COMPANY BY SUCH PERSON EXPRESSLY FOR USE THEREIN OR (II) DISTRIBUTED BY SUCH
PERSON IN CONTRAVENTION OF A REASONABLE WRITTEN DIRECTION PROVIDED BY THE
COMPANY TO SUCH PERSON IN ADVANCE OF SUCH DISTRIBUTION IN ACCORDANCE WITH
SECTION 3(E).
(B)
INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS
AND UNDERWRITERS. THE COMPANY MAY REQUIRE, AS A CONDITION TO INCLUDING ANY
REGISTRABLE SECURITIES IN ANY REGISTRATION STATEMENT FILED OR DESIGNATED
PURSUANT TO SECTION 2(B) HEREOF AND TO ENTERING INTO