ANY
INDEMNIFIED PARTY MAY HAVE PURSUANT TO LAW OR CONTRACT AND SHALL REMAIN
OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE OR
OMITTED BY OR ON BEHALF OF ANY INDEMNIFIED PARTY AND SHALL SURVIVE THE TRANSFER
OF THE REGISTRABLE SECURITIES BY ANY SUCH PARTY AND THE COMPLETION OF ANY
OFFERING OF REGISTRABLE SECURITIES IN A REGISTRATION STATEMENT.
IN THE EVENT
ONE OR MORE HOLDERS EFFECT A PARTNER DISTRIBUTION PURSUANT TO A REGISTRATION
STATEMENT IN WHICH THE NAME OF PARTNERS, MEMBERS OR SHAREHOLDERS WHO RECEIVE A
DISTRIBUTION ARE NAMED IN A PROSPECTUS SUPPLEMENT OR REGISTRATION STATEMENT, THE
PARTNERS, MEMBERS OR SHAREHOLDERS SO NAMED SHALL BE ENTITLED TO INDEMNIFICATION
AND CONTRIBUTION BY THE COMPANY TO THE SAME EXTENT AS A HOLDER HEREUNDER.
(G)
THE INDEMNIFICATION AND CONTRIBUTION REQUIRED BY THIS SECTION 2.9
SHALL BE MADE BY PERIODIC PAYMENTS OF THE AMOUNT THEREOF DURING THE COURSE OF
THE INVESTIGATION OR DEFENSE, AS AND WHEN BILLS ARE RECEIVED OR EXPENSE, LOSS,
DAMAGE OR LIABILITY IS INCURRED; PROVIDED, HOWEVER, THAT THE RECIPIENT THEREOF
HEREBY UNDERTAKES TO REPAY SUCH PAYMENTS IF AND TO THE EXTENT IT SHALL BE
DETERMINED BY A COURT OF COMPETENT JURISDICTION THAT SUCH RECIPIENT IS NOT
ENTITLED TO SUCH PAYMENT HEREUNDER.
3.
UNDERWRITTEN OFFERINGS.
3.1.
REQUESTED UNDERWRITTEN OFFERINGS.
IF THE INITIATING HOLDERS
REQUEST AN UNDERWRITTEN OFFERING PURSUANT TO A REGISTRATION UNDER SECTION 2.1
(PURSUANT TO A REQUEST FOR A REGISTRATION STATEMENT TO BE FILED IN CONNECTION
WITH A SPECIFIC UNDERWRITTEN OFFERING OR A REQUEST FOR A SHELF TAKEDOWN IN THE
FORM OF AN UNDERWRITTEN OFFERING), THE COMPANY SHALL ENTER INTO A CUSTOMARY
UNDERWRITING AGREEMENT WITH THE UNDERWRITERS.
SUCH UNDERWRITING AGREEMENT SHALL
(I) BE SATISFACTORY IN FORM AND SUBSTANCE TO THE MAJORITY PARTICIPATING HOLDERS,
(II) CONTAIN TERMS NOT INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT AND
(III) CONTAIN SUCH REPRESENTATIONS AND WARRANTIES BY, AND SUCH OTHER AGREEMENTS
ON THE PART OF, THE COMPANY AND SUCH OTHER TERMS AS ARE GENERALLY PREVAILING IN
AGREEMENTS OF THAT TYPE, INCLUDING, WITHOUT LIMITATION, INDEMNITIES AND
CONTRIBUTION AGREEMENTS ON SUBSTANTIALLY THE SAME TERMS AS THOSE CONTAINED
HEREIN.
ANY PARTICIPATING HOLDER SHALL BE A PARTY TO SUCH UNDERWRITING
AGREEMENT AND MAY, AT ITS OPTION, REQUIRE THAT ANY OR ALL OF THE REPRESENTATIONS
AND WARRANTIES BY, AND THE OTHER AGREEMENTS ON THE PART OF, THE COMPANY TO AND
FOR THE BENEFIT OF SUCH UNDERWRITERS SHALL ALSO BE MADE TO AND FOR THE BENEFIT
OF SUCH PARTICIPATING HOLDER AND THAT ANY OR ALL OF THE CONDITIONS PRECEDENT TO
THE OBLIGATIONS OF SUCH UNDERWRITERS UNDER SUCH UNDERWRITING AGREEMENT BE
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SUCH PARTICIPATING HOLDER; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO MAKE ANY REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO WRITTEN INFORMATION SPECIFICALLY PROVIDED BY A
PARTICIPATING HOLDER FOR INCLUSION IN THE REGISTRATION STATEMENT.
EACH SUCH
PARTICIPATING HOLDER SHALL NOT BE REQUIRED TO MAKE ANY REPRESENTATIONS OR
WARRANTIES TO OR AGREEMENTS WITH THE COMPANY OR THE UNDERWRITERS OTHER THAN
REPRESENTATIONS, WARRANTIES OR AGREEMENTS REGARDING SUCH PARTICIPATING HOLDER,
ITS OWNERSHIP OF AND TITLE