SUBJECT
UNDER THE SECURITIES ACT, THE EXCHANGE ACT OR OTHERWISE, INSOFAR AS SUCH CLAIMS
ARISE OUT OF OR ARE BASED UPON ANY OF THE FOLLOWING STATEMENTS, OMISSIONS OR
VIOLATIONS IN A REGISTRATION STATEMENT FILED PURSUANT TO THIS AGREEMENT, ANY
POST-EFFECTIVE AMENDMENT THEREOF OR ANY PROSPECTUS INCLUDED THEREIN:
(A) ANY
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THEREOF OR 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, (B) ANY
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE
PROSPECTUS OR ANY PRELIMINARY PROSPECTUS (AS IT MAY BE AMENDED OR SUPPLEMENTED)
OR THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN ANY MATERIAL FACT NECESSARY
TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THE STATEMENTS THEREIN WERE MADE, NOT MISLEADING, OR (C) ANY VIOLATION OR
ALLEGED VIOLATION BY THE COMPANY OF THE SECURITIES ACT, THE EXCHANGE ACT OR ANY
OTHER LAW, INCLUDING WITHOUT LIMITATION ANY STATE SECURITIES LAW OR ANY RULE OR
REGULATION THEREUNDER (THE MATTERS IN THE FOREGOING CLAUSES (A) THROUGH (C)
BEING, COLLECTIVELY, "VIOLATIONS").
SUBJECT TO THE RESTRICTIONS SET FORTH IN
SECTION 6.4 WITH RESPECT TO THE NUMBER OF LEGAL COUNSEL, THE COMPANY WILL
REIMBURSE THE HOLDERS AND EACH SUCH ATTORNEY, ACCOUNTANT, UNDERWRITER OR
CONTROLLING PERSON AND EACH SUCH OTHER HOLDER INDEMNIFIED PERSON, PROMPTLY AS
SUCH EXPENSES ARE INCURRED AND ARE DUE AND PAYABLE, FOR ANY LEGAL FEES OR OTHER
REASONABLE EXPENSES INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR
DEFENDING ANY CLAIM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
THE INDEMNIFICATION AGREEMENT CONTAINED IN THIS SECTION 6.1: (I) DOES NOT APPLY
TO A CLAIM BY AN HOLDER INDEMNIFIED PERSON ARISING OUT OF OR BASED UPON A
VIOLATION THAT OCCURS IN RELIANCE UPON AND IN CONFORMITY WITH INFORMATION
FURNISHED IN WRITING TO THE COMPANY BY SUCH HOLDER INDEMNIFIED PERSON FOR USE IN
THE REGISTRATION STATEMENT OR ANY SUCH AMENDMENT THEREOF OR SUPPLEMENT THERETO,
IF SUCH PROSPECTUS OR SUPPLEMENT THERETO WAS TIMELY MADE AVAILABLE BY THE
COMPANY PURSUANT TO SECTION 3.3 HEREOF; AND (II) DOES NOT APPLY TO AMOUNTS PAID
IN SETTLEMENT OF ANY CLAIM IF SUCH SETTLEMENT IS MADE WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY, WHICH CONSENT
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WILL NOT BE UNREASONABLY WITHHELD. THIS INDEMNITY OBLIGATION WILL REMAIN IN FULL
FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF THE
HOLDER INDEMNIFIED PERSONS.
6.2
IN CONNECTION WITH ANY REGISTRATION
STATEMENT IN WHICH A HOLDER IS PARTICIPATING, ABSENT ANY GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF THE COMPANY, EACH SUCH HOLDER WILL INDEMNIFY AND HOLD
HARMLESS, TO THE SAME EXTENT AND IN THE SAME MANNER SET FORTH IN SECTION 6.1
ABOVE, THE COMPANY, EACH OF ITS DIRECTORS, EACH OF ITS OFFICERS WHO SIGNS THE
REGISTRATION STATEMENT, EACH PERSON, IF ANY, WHO CONTROLS THE COMPANY WITHIN THE
MEANING OF THE SECURITIES ACT OR THE EXCHANGE ACT, AND ANY OTHER