to
the above effect and the means by which Participating Broker-Dealers may resell
the Exchange Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may
be delivered by Participating Broker-Dealers (or, to the extent permitted by
law, made available to purchasers) to satisfy their prospectus delivery
obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the
requirements of the Securities Act.
(B)
IN LIGHT OF THE ABOVE, AND NOTWITHSTANDING THE OTHER PROVISIONS OF
THIS AGREEMENT, THE COMPANY, PARENT AND THE SUBSIDIARY GUARANTORS, IF ANY, AGREE
TO AMEND OR SUPPLEMENT THE PROSPECTUS CONTAINED IN THE EXCHANGE OFFER
REGISTRATION STATEMENT FOR A PERIOD OF UP TO 180 DAYS AFTER THE LAST EXCHANGE
DATE (AS SUCH PERIOD MAY BE EXTENDED PURSUANT TO SECTION 3(D) OF THIS
AGREEMENT), IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF ANY EXCHANGE
SECURITIES BY PARTICIPATING BROKER-DEALERS CONSISTENT WITH THE POSITIONS OF THE
STAFF RECITED IN SECTION 4(A) ABOVE.
THE COMPANY, PARENT AND THE SUBSIDIARY
GUARANTORS, IF ANY, FURTHER AGREE THAT PARTICIPATING BROKER-DEALERS SHALL BE
AUTHORIZED TO DELIVER SUCH PROSPECTUS (OR, TO THE EXTENT PERMITTED BY
13
LAW, MAKE AVAILABLE) DURING SUCH PERIOD IN CONNECTION WITH THE RESALES
CONTEMPLATED BY THIS SECTION 4.
(C)
THE DEALER MANAGER SHALL HAVE NO LIABILITY TO THE COMPANY, PARENT,
ANY SUBSIDIARY GUARANTOR OR ANY HOLDER WITH RESPECT TO ANY REQUEST THAT THEY MAY
MAKE PURSUANT TO SECTION 4(B) ABOVE.
5.
INDEMNIFICATION AND CONTRIBUTION.
(A)
THE COMPANY, PARENT AND
EACH SUBSIDIARY GUARANTOR, IF ANY, JOINTLY AND SEVERALLY, AGREE TO INDEMNIFY AND
HOLD HARMLESS THE DEALER MANAGER AND EACH HOLDER, THEIR RESPECTIVE AFFILIATES,
DIRECTORS AND OFFICERS AND EACH PERSON, IF ANY, WHO CONTROLS THE DEALER MANAGER
OR ANY HOLDER WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR
SECTION 20 OF THE EXCHANGE ACT, FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
DAMAGES AND LIABILITIES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND OTHER
EXPENSES INCURRED IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING OR ANY CLAIM
ASSERTED, AS SUCH FEES AND EXPENSES ARE INCURRED), JOINT OR SEVERAL, THAT ARISE
OUT OF, OR ARE BASED UPON, (1) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT
OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT OR ANY OMISSION OR
ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, OR (2) ANY
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ANY
PROSPECTUS, ANY FREE WRITING PROSPECTUS USED IN VIOLATION OF THIS AGREEMENT OR
ANY "ISSUER INFORMATION" ("ISSUER INFORMATION") FILED OR REQUIRED TO BE FILED
PURSUANT TO RULE 433(D) UNDER THE SECURITIES ACT, OR ANY OMISSION OR ALLEGED
OMISSION TO STATE THEREIN A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING, IN EACH CASE EXCEPT INSOFAR AS SUCH LOSSES, CLAIMS,