EXCHANGE ACT), THE PARTNERS, MEMBERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES
OF EACH SUCH CONTROLLING PERSON AND ANY FINANCIAL OR INVESTMENT ADVISER (EACH, A
"COVERED PERSON"), TO THE FULLEST EXTENT LAWFUL, FROM AND AGAINST ANY AND ALL
LOSSES, CLAIMS, DAMAGES, LIABILITIES, ACTIONS OR PROCEEDINGS (WHETHER COMMENCED
OR THREATENED), COSTS (INCLUDING, WITHOUT LIMITATION, COSTS OF PREPARATION AND
ATTORNEYS' FEES) AND EXPENSES (INCLUDING EXPENSES OF INVESTIGATION)
(COLLECTIVELY, "LOSSES"), AS INCURRED, ARISING OUT OF OR BASED UPON (I) ANY
UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ANY
REGISTRATION STATEMENT, PROSPECTUS OR FORM OF PROSPECTUS OR IN ANY AMENDMENT OR
SUPPLEMENTS THERETO OR IN ANY PRELIMINARY PROSPECTUS, OR ARISING OUT OF OR BASED
UPON ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, EXCEPT TO
THE EXTENT THAT THE SAME ARISE OUT OF OR ARE BASED UPON INFORMATION FURNISHED IN
WRITING TO THE COMPANY BY SUCH COVERED PERSON OR THE RELATED HOLDER OF
REGISTRABLE SECURITIES EXPRESSLY FOR USE THEREIN OR (II) ANY VIOLATION BY THE
COMPANY OF ANY FEDERAL, STATE OR COMMON LAW RULE OR REGULATION APPLICABLE TO THE
COMPANY AND RELATING TO ACTION REQUIRED OF OR INACTION BY THE COMPANY IN
CONNECTION WITH ANY SUCH REGISTRATION; PROVIDED, THAT THE COMPANY SHALL NOT BE
LIABLE TO ANY PERSON WHO PARTICIPATES AS AN UNDERWRITER IN THE OFFERING OR SALE
OF REGISTRABLE SECURITIES OR ANY OTHER PERSON, IF ANY, WHO CONTROLS SUCH
UNDERWRITERS WITHIN THE MEANING OF THE SECURITIES ACT TO THE EXTENT THAT ANY
SUCH LOSSES ARISE OUT OF OR ARE BASED UPON AN UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OR OMISSION OR ALLEGED OMISSION MADE IN ANY PRELIMINARY PROSPECTUS IF
(A) SUCH PERSON FAILED TO SEND OR DELIVER A COPY OF THE PROSPECTUS WITH OR PRIOR
TO THE DELIVERY OF WRITTEN CONFIRMATION OF THE SALE BY SUCH PERSON TO THE PERSON
ASSERTING THE CLAIM FROM WHICH SUCH LOSSES ARISE, (B) THE PROSPECTUS WOULD HAVE
CORRECTED SUCH UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR SUCH OMISSION OR
ALLEGED OMISSION AND (C) THE COMPANY HAS COMPLIED WITH ITS OBLIGATIONS UNDER
SECTION 5D(C).
EACH INDEMNITY AND REIMBURSEMENT OF COSTS AND EXPENSES SHALL
REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR ON
BEHALF OF SUCH COVERED PERSON.
IF THE PUBLIC OFFERING PURSUANT TO ANY
REGISTRATION STATEMENT PROVIDED FOR UNDER THIS SECTION 5 IS MADE THROUGH
UNDERWRITERS, (X) NO ACTION OR FAILURE TO ACT ON THE PART OF SUCH UNDERWRITERS
(WHETHER OR NOT SUCH UNDERWRITER IS AN AFFILIATE OF ANY HOLDER OF REGISTRABLE
SECURITIES) SHALL AFFECT THE OBLIGATIONS OF THE COMPANY TO INDEMNIFY ANY HOLDER
OF REGISTRABLE SECURITIES OR ANY OTHER PERSON PURSUANT TO THE PRECEDING SENTENCE
AND (Y) THE COMPANY AGREES TO ENTER INTO AN UNDERWRITING AGREEMENT IN CUSTOMARY
FORM WITH SUCH UNDER­WRITERS AND THE COMPANY AGREES TO INDEMNIFY SUCH
UNDERWRITERS, THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, IF ANY, AND EACH
PERSON, IF ANY, WHO CONTROLS SUCH UNDERWRITERS WITHIN THE MEANING OF SECTION 15
OF THE