WRITING SUCH
CUSTOMARY INFORMATION AS THE COMPANY REASONABLY REQUESTS FOR USE IN CONNECTION
WITH ANY SUCH REGISTRATION STATEMENT OR PROSPECTUS (THE "SELLER'S INFORMATION")
AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INDEMNIFY THE COMPANY,
ITS DIRECTORS AND OFFICERS AND EACH PERSON WHO CONTROLS THE COMPANY (WITHIN THE
MEANING OF THE SECURITIES ACT) AGAINST ANY AND ALL CLAIMS TO WHICH EACH SUCH
INDEMNIFIED PARTY MAY BECOME SUBJECT UNDER THE SECURITIES ACT INSOFAR AS SUCH
CLAIM
-12-
AROSE OUT OF (I) ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF MATERIAL FACT
CONTAINED, ON THE EFFECTIVE DATE THEREOF, IN ANY REGISTRATION STATEMENT,
PROSPECTUS OR PRELIMINARY PROSPECTUS OR ANY AMENDMENT THEREOF OR SUPPLEMENT
THERETO (II) ANY OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS REGARDING
SELLER'S INFORMATION
THEREIN NOT MISLEADING OR (III) ANY FAILURE ON THE PART OF
THE HOLDER TO COMPLY WITH APPLICABLE SECURITIES LAWS OTHER THAN A FAILURE
ARISING OUT OF A MATERIAL MISSTATEMENT OR OMISSION IN THE PROSPECTUS OTHER THAN
SELLER'S INFORMATION; PROVIDED THAT WITH RESPECT TO A CLAIM ARISING PURSUANT TO
CLAUSE (I) OR (II) ABOVE, THE MATERIAL MISSTATEMENT OR OMISSION IS CONTAINED IN
SUCH SELLER'S INFORMATION; PROVIDED, FURTHER, THAT THE OBLIGATION TO INDEMNIFY
WILL BE INDIVIDUAL TO EACH SUCH HOLDER AND WILL BE LIMITED TO THE AMOUNT OF
PROCEEDS RECEIVED BY SUCH HOLDER FROM THE SALE OF REGISTRABLE SECURITIES
PURSUANT TO SUCH REGISTRATION STATEMENT.
(C)
ANY PERSON ENTITLED TO INDEMNIFICATION HEREUNDER WILL (I) GIVE
PROMPT WRITTEN NOTICE TO THE INDEMNIFYING PARTY OF ANY CLAIM WITH RESPECT TO
WHICH IT SEEKS INDEMNIFICATION (BUT THE FAILURE TO PROVIDE SUCH NOTICE SHALL NOT
RELEASE THE INDEMNIFYING PARTY OF ITS OBLIGATION UNDER PARAGRAPHS (A) AND (B)
UNLESS, AND THEN ONLY TO THE EXTENT THAT, THE INDEMNIFYING PARTY HAS BEEN
PREJUDICED BY SUCH FAILURE TO PROVIDE SUCH NOTICE) AND (II) UNLESS, IN SUCH
INDEMNIFIED PARTY'S REASONABLE JUDGMENT, BASED ON WRITTEN ADVICE OF COUNSEL, A
CONFLICT OF INTEREST BETWEEN SUCH INDEMNIFIED AND INDEMNIFYING PARTIES MAY EXIST
WITH RESPECT TO SUCH CLAIM, PERMIT SUCH INDEMNIFYING PARTY TO ASSUME THE DEFENSE
OF SUCH CLAIM WITH COUNSEL REASONABLY SATISFACTORY TO THE INDEMNIFIED PARTY.
AN
INDEMNIFYING PARTY WHO IS NOT ENTITLED TO, OR ELECTS NOT TO, ASSUME THE DEFENSE
OF A CLAIM WILL NOT BE OBLIGATED TO PAY THE FEES AND EXPENSES OF MORE THAN ONE
COUNSEL FOR ALL PARTIES INDEMNIFIED BY SUCH INDEMNIFYING PARTY WITH RESPECT TO
SUCH CLAIM IN ANY ONE JURISDICTION, UNLESS IN THE REASONABLE JUDGMENT OF ANY
INDEMNIFIED PARTY, BASED ON WRITTEN ADVICE OF COUNSEL, A CONFLICT OF INTEREST
MAY EXIST BETWEEN SUCH INDEMNIFIED PARTY AND ANY OTHER OF SUCH INDEMNIFIED
PARTIES WITH RESPECT TO SUCH CLAIM.
(D)
THE INDEMNIFYING PARTY SHALL NOT BE LIABLE TO INDEMNIFY AN
INDEMNIFIED PARTY FOR ANY SETTLEMENT, OR CONSENT TO JUDGMENT OF ANY SUCH ACTION
EFFECTED WITHOUT THE INDEMNIFYING PARTY'S WRITTEN CONSENT (BUT SUCH CONSENT WILL
NOT BE UNREASONABLY
-13-
WITHHELD, DELAYED OR CONDITIONED).
FURTHERMORE, THE INDEMNIFYING PARTY SHALL
NOT, EXCEPT WITH THE PRIOR