LEGAL AND OTHER OUT-OF-POCKET EXPENSES REASONABLY
INCURRED IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH CLAIM, LOSS,
DAMAGE, LIABILITY OR ACTION AS INCURRED; PROVIDED THAT THE COMPANY WILL NOT BE
LIABLE IN ANY SUCH CASE TO THE EXTENT THAT ANY UNTRUE STATEMENT OR OMISSION OR
ALLEGATION THEREOF IS MADE IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN
INFORMATION FURNISHED TO THE COMPANY BY OR ON BEHALF OF SUCH HOLDER FOR USE IN
PREPARATION OF SUCH REGISTRATION STATEMENT, PROSPECTUS, AMENDMENT OR SUPPLEMENT;
PROVIDED FURTHER THAT THE COMPANY WILL NOT BE LIABLE IN ANY SUCH CASE WHERE THE
CLAIM, LOSS, DAMAGE OR LIABILITY ARISES OUT OF OR IS RELATED TO THE FAILURE OF
SUCH HOLDER TO COMPLY WITH THE COVENANTS AND AGREEMENTS CONTAINED IN THIS
AGREEMENT RESPECTING SALES OF REGISTRABLE SECURITIES, AND EXCEPT THAT THE
FOREGOING INDEMNITY AGREEMENT IS SUBJECT TO THE CONDITION THAT, INSOFAR AS IT
RELATES TO ANY SUCH UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR
ALLEGED OMISSION MADE IN THE PRELIMINARY PROSPECTUS BUT ELIMINATED OR REMEDIED
IN THE AMENDED PROSPECTUS ON FILE WITH THE SEC AT THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE OR IN THE AMENDED PROSPECTUS FILED WITH THE SEC
PURSUANT TO RULE 424(B) OR IN THE PROSPECTUS SUBJECT TO COMPLETION UNDER RULE
434 OF THE SECURITIES ACT, WHICH TOGETHER MEET THE REQUIREMENTS OF SECTION 10(A)
OF THE SECURITIES ACT (THE "FINAL PROSPECTUS"), SUCH INDEMNITY SHALL NOT INURE
TO THE BENEFIT OF ANY SUCH HOLDER OR ANY SUCH CONTROLLING PERSON, IF A COPY OF
THE FINAL PROSPECTUS FURNISHED BY THE COMPANY TO THE HOLDER FOR DELIVERY WAS NOT
FURNISHED TO THE PERSON OR ENTITY ASSERTING THE LOSS, LIABILITY, CLAIM OR DAMAGE
AT OR PRIOR TO THE TIME SUCH FURNISHING IS REQUIRED BY THE SECURITIES ACT AND
THE FINAL PROSPECTUS WOULD HAVE CURED THE DEFECT GIVING RISE TO SUCH LOSS,
LIABILITY, CLAIM OR DAMAGE.
(B)
EACH HOLDER WILL SEVERALLY, AND NOT JOINTLY, INDEMNIFY THE
COMPANY, EACH OF ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, AND EACH PERSON
WHO CONTROLS THE COMPANY WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT,
AGAINST ALL CLAIMS, LOSSES, DAMAGES AND LIABILITIES (OR ACTIONS IN RESPECT
THEREOF), INCLUDING ANY OF THE FOREGOING INCURRED IN SETTLEMENT OF ANY
LITIGATION, COMMENCED OR THREATENED (SUBJECT TO SECTION 6.6(C) BELOW), ARISING
OUT OF OR BASED ON ANY UNTRUE STATEMENT (OR ALLEGED UNTRUE STATEMENT) OF A
MATERIAL FACT CONTAINED IN THE REGISTRATION STATEMENT, PROSPECTUS, OR ANY
AMENDMENT OR SUPPLEMENT THEREOF, INCIDENT TO ANY SUCH REGISTRATION, OR BASED ON
ANY OMISSION (OR ALLEGED OMISSION) TO STATE THEREIN A MATERIAL FACT REQUIRED TO
BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, IN
LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, AND WILL REIMBURSE THE
COMPANY, SUCH DIRECTORS AND OFFICERS, AND EACH PERSON CONTROLLING THE COMPANY
FOR REASONABLE LEGAL AND ANY OTHER EXPENSES REASONABLY INCURRED IN CONNECTION
WITH INVESTIGATING OR DEFENDING ANY SUCH CLAIM, LOSS, DAMAGE, LIABILITY OR
ACTION AS INCURRED, IN EACH CASE TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT
SUCH