UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH REGISTRATION
STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH
SELLER OR UNDERWRITER, ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE
DOCUMENTS AND PROPERTIES OF THE ISSUERS, AND CAUSE THE ISSUERS' OFFICERS,
DIRECTORS, EMPLOYEES AND INDEPENDENT ACCOUNTANTS TO SUPPLY ALL INFORMATION
REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER, ATTORNEY, ACCOUNTANT OR
AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT (SUBJECT IN EACH CASE TO
SUCH PERSON ENTERING INTO REASONABLE CONFIDENTIALITY AGREEMENTS);
(H)
OTHERWISE USE ITS REASONABLE BEST EFFORTS TO COMPLY WITH ALL APPLICABLE
RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, AND MAKE
AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS REASONABLY PRACTICABLE, AN
EARNINGS STATEMENT COVERING THE PERIOD OF AT LEAST
3
TWELVE MONTHS BEGINNING WITH THE FIRST DAY OF THE ISSUERS' FIRST FULL CALENDAR
QUARTER AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, WHICH EARNINGS
STATEMENT SHALL SATISFY THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT
AND RULE 158 THEREUNDER; AND
3.
REGISTRATION EXPENSES.
(A)
ALL EXPENSES INCIDENT TO THE ISSUERS' PERFORMANCE OF OR COMPLIANCE WITH
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ALL REGISTRATION, QUALIFICATION AND
FILING FEES, FEES AND EXPENSES OF COMPLIANCE WITH SECURITIES OR BLUE SKY LAWS,
PRINTING EXPENSES, MESSENGER AND DELIVERY EXPENSES, FEES AND DISBURSEMENTS OF
CUSTODIANS, AND FEES AND DISBURSEMENTS OF COUNSEL FOR THE ISSUERS AND ALL
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, UNDERWRITERS (EXCLUDING DISCOUNTS AND
COMMISSIONS) AND OTHER PERSONS RETAINED BY THE ISSUERS AND REASONABLE
OUT-OF-POCKET COSTS INCURRED BY THE HOLDERS OF REGISTRABLE SECURITIES (EXCLUDING
DISCOUNTS AND COMMISSIONS), WHICH OUT-OF-POCKET COSTS SHALL INCLUDE REASONABLE
FEES AND DISBURSEMENTS OF NO MORE THAN ONE COUNSEL FOR THE HOLDERS OF
REGISTRABLE SECURITIES
(ALL SUCH EXPENSES BEING HEREIN CALLED "REGISTRATION
EXPENSES"), SHALL BE BORNE AS PROVIDED IN THIS AGREEMENT, EXCEPT THAT THE
ISSUERS SHALL, IN ANY EVENT, PAY ITS INTERNAL EXPENSES (INCLUDING, WITHOUT
LIMITATION, ALL SALARIES AND EXPENSES OF ITS OFFICERS AND EMPLOYEES PERFORMING
LEGAL OR ACCOUNTING DUTIES), THE EXPENSE OF ANY ANNUAL AUDIT OR QUARTERLY
REVIEW, THE EXPENSE OF ANY LIABILITY INSURANCE AND THE EXPENSES AND FEES FOR
LISTING THE SECURITIES TO BE REGISTERED ON EACH SECURITIES EXCHANGE ON WHICH
SIMILAR SECURITIES ISSUED BY THE ISSUERS ARE THEN LISTED OR ON THE NASD
AUTOMATED QUOTATION SYSTEM.
(B)
TO THE EXTENT REGISTRATION EXPENSES ARE NOT REQUIRED TO BE PAID BY THE
ISSUERS, EACH HOLDER OF SECURITIES INCLUDED IN ANY REGISTRATION HEREUNDER SHALL
PAY THOSE REGISTRATION EXPENSES ALLOCABLE TO THE REGISTRATION OF SUCH HOLDER'S
SECURITIES SO INCLUDED, AND ANY REGISTRATION EXPENSES NOT SO ALLOCABLE SHALL BE
BORNE BY ALL SELLERS OF SECURITIES INCLUDED IN SUCH REGISTRATION IN PROPORTION
TO THE AGGREGATE SELLING PRICE OF THE SECURITIES TO BE SO REGISTERED.
4.
INDEMNIFICATION.
(A)
THE ISSUERS AGREE TO INDEMNIFY, TO THE EXTENT PERMITTED BY LAW, EACH
HOLDER OF REGISTRABLE NOTES, ITS OFFICERS AND DIRECTORS AND EACH PERSON WHO
CONTROLS SUCH HOLDER (WITHIN THE MEANING OF THE SECURITIES ACT) AGAINST ALL
LOSSES, CLAIMS, ACTIONS, DAMAGES, LIABILITIES AND EXPENSES CAUSED BY (I) ANY
UNTRUE OR ALLEGED UNTRUE STATEMENT OF MATERIAL FACT