IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY
SUCH CLAIM, LOSS, DAMAGE, LIABILITY OR ACTION, IN EACH CASE TO THE EXTENT, BUT
ONLY TO THE EXTENT, THAT SUCH UNTRUE STATEMENT (OR ALLEGED UNTRUE STATEMENT) OR
OMISSION (OR ALLEGED OMISSION) IS MADE IN THE REGISTRATION STATEMENT,
PROSPECTUS, OFFERING CIRCULAR OR OTHER DOCUMENT IN RELIANCE UPON AND IN
CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE COMPANY BY AN INSTRUMENT
DULY
EXECUTED BY SUCH HOLDER AND STATED TO BE SPECIFICALLY FOR USE THEREIN.
NOTWITHSTANDING THE FOREGOING, THE LIABILITY OF EACH HOLDER UNDER THIS
SUBSECTION (B) SHALL BE LIMITED IN AN AMOUNT EQUAL TO THE GROSS PROCEEDS BEFORE
EXPENSES AND COMMISSIONS TO SUCH HOLDER RECEIVED FOR THE SHARES SOLD BY SUCH
HOLDER.
EACH PARTY ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 7.6 (THE "INDEMNIFIED
PARTY") SHALL GIVE NOTICE TO THE PARTY REQUIRED TO PROVIDE INDEMNIFICATION (THE
"INDEMNIFYING PARTY") PROMPTLY AFTER SUCH INDEMNIFIED PARTY HAS ACTUAL KNOWLEDGE
OF ANY CLAIM AS TO WHICH INDEMNITY MAY BE SOUGHT, AND SHALL PERMIT THE
INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF ANY SUCH CLAIM OR ANY LITIGATION
RESULTING THEREFROM, PROVIDED THAT COUNSEL FOR THE INDEMNIFYING PARTY, WHO SHALL
CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ANY LITIGATION, SHALL BE APPROVED BY
THE INDEMNIFIED PARTY (WHOSE APPROVAL SHALL NOT UNREASONABLY BE WITHHELD OR
DELAYED), AND THE INDEMNIFIED PARTY MAY PARTICIPATE IN SUCH DEFENSE AT SUCH
INDEMNIFIED PARTY'S EXPENSE, AND PROVIDED FURTHER THAT THE FAILURE OF ANY
INDEMNIFIED PARTY TO GIVE NOTICE AS PROVIDED HEREIN SHALL NOT RELIEVE THE
INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THIS SECTION 7 UNLESS THE FAILURE TO
GIVE SUCH NOTICE IS MATERIALLY PREJUDICIAL TO AN INDEMNIFYING PARTY'S ABILITY TO
DEFEND SUCH ACTION AND PROVIDED FURTHER, THAT THE INDEMNIFYING PARTY SHALL NOT
ASSUME THE DEFENSE FOR MATTERS AS TO WHICH THERE IS A CONFLICT OF INTEREST OR
SEPARATE AND DIFFERENT DEFENSES.
NO INDEMNIFYING PARTY, IN THE DEFENSE OF ANY
SUCH CLAIM OR LITIGATION, SHALL, EXCEPT WITH THE CONSENT OF EACH INDEMNIFIED
PARTY, CONSENT TO ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT WHICH DOES
NOT INCLUDE AS AN UNCONDITIONAL TERM THEREOF THE GIVING BY THE CLAIMANT OR
PLAINTIFF TO SUCH INDEMNIFIED PARTY OF A RELEASE FROM ALL LIABILITY IN RESPECT
TO SUCH CLAIM OR LITIGATION.
INFORMATION BY HOLDER.
THE HOLDER OF REGISTRABLE SECURITIES INCLUDED IN THE
REGISTRATION SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING SUCH
HOLDER, THE REGISTRABLE SECURITIES HELD BY THEM AND THE DISTRIBUTION PROPOSED BY
SUCH HOLDER AS THE COMPANY MAY REQUEST IN WRITING AND AS SHALL BE REQUIRED IN
CONNECTION WITH THE REGISTRATION REFERRED TO IN THIS SECTION 7.
RULE 144 REPORTING.
WITH A VIEW TO MAKING AVAILABLE THE BENEFITS OF CERTAIN
RULES AND REGULATIONS OF THE COMMISSION THAT MAY AT ANY TIME PERMIT THE SALE OF
THE REGISTRABLE SECURITIES TO THE PUBLIC WITHOUT REGISTRATION, THE COMPANY
AGREES TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO:
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE UNDERSTOOD AND
DEFINED IN RULE 144 UNDER THE SECURITIES ACT, AT ALL TIMES;
FILE WITH THE