INDEMNIFYING ANY SUCH QUALIFIED
14
INDEPENDENT UNDERWRITER TO THE EXTENT OF THE INDEMNIFICATION OF UNDERWRITERS
PROVIDED IN SECTION 6 HEREOF AND (III) PROVIDING SUCH INFORMATION TO SUCH
BROKER-DEALER AS MAY BE REQUIRED IN ORDER FOR SUCH BROKER-DEALER TO COMPLY WITH
THE REQUIREMENTS OF FINRA RULES.
(U)
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO TAKE
ALL OTHER STEPS NECESSARY TO EFFECT THE REGISTRATION OF THE SECURITIES OR THE
NEW SECURITIES, AS THE CASE MAY BE, COVERED BY A REGISTRATION STATEMENT.
5.
REGISTRATION EXPENSES.
THE COMPANY SHALL BEAR ALL EXPENSES
INCURRED IN CONNECTION WITH THE PERFORMANCE OF ITS OBLIGATIONS UNDER SECTIONS 2,
3 AND 4 HEREOF (OTHER THAN ANY UNDERWRITING DISCOUNTS OR COMMISSIONS) AND, IN
THE EVENT OF ANY SHELF REGISTRATION STATEMENT, WILL REIMBURSE THE HOLDERS FOR
THE REASONABLE FEES AND DISBURSEMENTS OF ONE FIRM OR COUNSEL (WHICH SHALL
INITIALLY BE SULLIVAN & CROMWELL LLP, BUT WHICH MAY BE ANOTHER NATIONALLY
RECOGNIZED LAW FIRM EXPERIENCED IN SECURITIES MATTERS DESIGNATED BY THE MAJORITY
HOLDERS) TO ACT AS COUNSEL FOR THE HOLDERS IN CONNECTION THEREWITH, AND, IN THE
CASE OF ANY EXCHANGE OFFER REGISTRATION STATEMENT, WILL REIMBURSE THE INITIAL
PURCHASERS FOR THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL ACTING IN
CONNECTION THEREWITH.
6.
INDEMNIFICATION AND CONTRIBUTION.
(A) EACH OF THE COMPANY AND
THE GUARANTORS AGREES TO INDEMNIFY AND HOLD HARMLESS EACH HOLDER OF SECURITIES
OR NEW SECURITIES, AS THE CASE MAY BE, COVERED BY ANY REGISTRATION STATEMENT,
(INCLUDING THE INITIAL PURCHASERS AND, WITH RESPECT TO ANY PROSPECTUS DELIVERY
AS CONTEMPLATED IN SECTION 4(G) HEREOF, EACH EXCHANGING DEALER), THE DIRECTORS,
OFFICERS, EMPLOYEES, AFFILIATES AND AGENTS OF EACH SUCH HOLDER AND EACH PERSON
WHO CONTROLS ANY SUCH HOLDER WITHIN THE MEANING OF EITHER THE ACT OR THE
EXCHANGE ACT AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES OR LIABILITIES
(INCLUDING, WITHOUT LIMITATION, ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED
IN CONNECTION WITH DEFENDING OR INVESTIGATING ANY SUCH ACTION OR CLAIM), JOINT
OR SEVERAL, TO WHICH THEY OR ANY OF THEM MAY BECOME SUBJECT UNDER THE ACT, THE
EXCHANGE ACT OR OTHER FEDERAL OR STATE STATUTORY LAW OR REGULATION, AT COMMON
LAW OR OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR
ACTIONS IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT
OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE REGISTRATION
STATEMENT AS ORIGINALLY FILED OR IN ANY AMENDMENT THEREOF, OR IN ANY PRELIMINARY
PROSPECTUS, THE PROSPECTUS OR ISSUER FWP, OR IN ANY AMENDMENT THEREOF OR
SUPPLEMENT THERETO, OR ARISE OUT OF OR ARE BASED UPON THE OMISSION OR ALLEGED
OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF ANY PRELIMINARY
PROSPECTUS, THE PROSPECTUS OR ISSUER FWP, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE) NOT MISLEADING, AND AGREES TO REIMBURSE EACH SUCH
INDEMNIFIED PARTY, AS INCURRED, FOR ANY LEGAL OR OTHER EXPENSES REASONABLY
INCURRED BY IT IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH LOSS,
CLAIM, DAMAGE, LIABILITY OR