AND DECLARED EFFECTIVE
AND, IF SO DIRECTED BY THE COMPANY, THE PURCHASER SHALL DELIVER TO THE COMPANY
(AT THE EXPENSE OF THE COMPANY) OR DESTROY (AND DELIVER TO THE COMPANY A
CERTIFICATE OF DESTRUCTION) ALL COPIES IN THE PURCHASER'S POSSESSION OF THE
PROSPECTUS COVERING THE REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF
SUCH NOTICE.
(E)
PURCHASER MAY NOT PARTICIPATE IN ANY THIRD
PARTY UNDERWRITTEN REGISTRATION HEREUNDER UNLESS IT (I) AGREES TO SELL THE
REGISTRABLE SECURITIES ON THE BASIS PROVIDED IN ANY UNDERWRITING ARRANGEMENTS IN
USUAL AND CUSTOMARY FORM ENTERED INTO BY THE COMPANY, (II) COMPLETES AND
EXECUTES ALL QUESTIONNAIRES, POWERS OF ATTORNEY, INDEMNITIES, UNDERWRITING
AGREEMENTS AND OTHER DOCUMENTS REASONABLY REQUIRED UNDER THE TERMS OF SUCH
UNDERWRITING ARRANGEMENTS, AND (III) AGREES TO PAY ITS PRO RATA SHARE OF ALL
UNDERWRITING DISCOUNTS AND COMMISSIONS.
NOTWITHSTANDING THE FOREGOING,
PURCHASER SHALL NOT BE REQUIRED TO MAKE ANY REPRESENTATIONS TO SUCH UNDERWRITER,
OTHER THAN THOSE WITH RESPECT TO ITSELF AND THE
6
REGISTRABLE SECURITIES OWNED BY IT, INCLUDING ITS RIGHT TO SELL THE REGISTRABLE
SECURITIES, AND ANY INDEMNIFICATION IN FAVOR OF THE UNDERWRITER BY THE PURCHASER
SHALL BE SEVERAL AND NOT JOINT AND LIMITED IN THE CASE OF ANY PURCHASER, TO THE
PROCEEDS RECEIVED BY PURCHASER FROM THE SALE OF ITS REGISTRABLE SECURITIES.
THE
SCOPE OF ANY SUCH INDEMNIFICATION IN FAVOR OF AN UNDERWRITER SHALL BE LIMITED TO
THE SAME EXTENT AS THE INDEMNITY PROVIDED IN SECTION 6(B) HEREOF.
6.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE COMPANY.
THE
COMPANY WILL INDEMNIFY AND HOLD HARMLESS PURCHASER AND ITS OFFICERS, DIRECTORS,
MEMBERS, EMPLOYEES AND AGENTS, SUCCESSORS AND ASSIGNS, AND EACH OTHER PERSON, IF
ANY, WHO CONTROLS PURCHASER WITHIN THE MEANING OF THE 1933 ACT, AGAINST ANY
LOSSES, CLAIMS, DAMAGES OR LIABILITIES, JOINT OR SEVERAL, TO WHICH PURCHASER,
OFFICER, DIRECTOR, MEMBER, OR CONTROLLING PERSON MAY BECOME SUBJECT UNDER THE
1933 ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES
(OR ACTIONS IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON: (I) ANY UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN ANY
REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS OR FINAL PROSPECTUS CONTAINED
THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THEREOF; (II) ANY BLUE SKY APPLICATION
OR OTHER DOCUMENT EXECUTED BY THE COMPANY SPECIFICALLY FOR THAT PURPOSE OR BASED
UPON WRITTEN INFORMATION FURNISHED BY THE COMPANY FILED IN ANY STATE OR OTHER
JURISDICTION IN ORDER TO QUALIFY ANY OR ALL OF THE REGISTRABLE SECURITIES UNDER
THE SECURITIES LAWS THEREOF (ANY SUCH APPLICATION, DOCUMENT OR INFORMATION
HEREIN CALLED A "BLUE SKY APPLICATION"); (III) 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; (IV) ANY VIOLATION BY THE COMPANY OR
ITS AGENTS OF ANY RULE OR REGULATION PROMULGATED UNDER THE 1933 ACT APPLICABLE
TO THE COMPANY OR ITS AGENTS AND RELATING TO ACTION OR INACTION REQUIRED OF THE
COMPANY IN CONNECTION WITH SUCH REGISTRATION; OR (V) ANY FAILURE TO REGISTER OR
QUALIFY THE REGISTRABLE SECURITIES INCLUDED IN ANY SUCH