TO THE PUBLIC
EXCEEDS THE AMOUNT OF ANY DAMAGES WHICH IT HAS OTHERWISE BEEN REQUIRED TO PAY BY
REASON OF SUCH UNTRUE OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED
OMISSION.
NO PERSON GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING
OF SECTION 11(F) OF THE SECURITIES ACT) SHALL BE ENTITLED TO CONTRIBUTION FROM
ANY PERSON WHO WAS NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
THE
HOLDERS' RESPECTIVE OBLIGATIONS TO CONTRIBUTE PURSUANT TO THIS SECTION 6 ARE
SEVERAL IN PROPORTION TO THE RESPECTIVE AMOUNT OF REGISTRABLE SECURITIES THEY
HAVE SOLD PURSUANT TO A SHELF REGISTRATION STATEMENT, AND NOT JOINT.
THE
REMEDIES PROVIDED FOR IN THIS SECTION 6 ARE NOT EXCLUSIVE AND SHALL NOT LIMIT
ANY RIGHTS OR REMEDIES WHICH MAY OTHERWISE BE AVAILABLE TO ANY INDEMNIFIED PARTY
AT LAW OR IN EQUITY.
(F)
THE INDEMNITY AND CONTRIBUTION PROVISIONS CONTAINED IN THIS
SECTION 6 SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS OF (I)
ANY TERMINATION OF THIS AGREEMENT, (II) ANY INVESTIGATION MADE BY OR ON BEHALF
OF ANY HOLDER OR THE INITIAL PURCHASERS OR ANY PERSON CONTROLLING ANY HOLDER OR
INITIAL PURCHASER, OR THE COMPANY, OR THE ISSUER, OR THE COMPANY'S OR THE
ISSUER'S OFFICERS OR DIRECTORS OR ANY PERSON CONTROLLING THE COMPANY OR THE
ISSUER AND (III) THE SALE OF ANY REGISTRABLE SECURITY BY ANY HOLDER.
25
7.
INFORMATION REQUIREMENTS.
(A)
THE COMPANY COVENANTS THAT, IF AT ANY TIME BEFORE THE END OF THE
EFFECTIVENESS PERIOD IT IS NOT SUBJECT TO THE REPORTING REQUIREMENTS OF THE
EXCHANGE ACT, IT WILL COOPERATE WITH ANY HOLDER OF REGISTRABLE SECURITIES AND
TAKE SUCH FURTHER ACTION AS ANY HOLDER OF REGISTRABLE SECURITIES MAY REASONABLY
REQUEST IN WRITING (INCLUDING, WITHOUT LIMITATION, MAKING SUCH REPRESENTATIONS
AS ANY SUCH HOLDER MAY REASONABLY REQUEST), ALL TO THE EXTENT REQUIRED FROM TIME
TO TIME TO ENABLE SUCH HOLDER TO SELL REGISTRABLE SECURITIES WITHOUT
REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATIONS OF THE EXEMPTIONS
PROVIDED BY RULE 144, RULE 144A AND REGULATION S UNDER THE SECURITIES ACT AND
CUSTOMARILY TAKEN IN CONNECTION WITH SALES PURSUANT TO SUCH EXEMPTIONS. UPON THE
WRITTEN REQUEST OF ANY HOLDER, THE COMPANY SHALL DELIVER TO SUCH HOLDER A
WRITTEN STATEMENT AS TO WHETHER THE COMPANY HAS COMPLIED WITH THE REPORTING
REQUIREMENTS OF THE EXCHANGE ACT, UNLESS SUCH A STATEMENT HAS BEEN INCLUDED IN
THE COMPANY'S MOST RECENT REPORT FILED WITH THE SEC PURSUANT TO SECTION 13 OR
SECTION 15(D) OF EXCHANGE ACT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS
SECTION 7 SHALL BE DEEMED TO REQUIRE THE COMPANY TO REGISTER ANY OF ITS
SECURITIES (OTHER THAN THE COMMON STOCK) UNDER ANY SECTION OF THE EXCHANGE ACT.
(B)
THE COMPANY SHALL FILE THE REPORTS REQUIRED TO BE FILED BY IT
UNDER THE EXCHANGE ACT AND SHALL COMPLY WITH ALL OTHER REQUIREMENTS SET FORTH IN
THE INSTRUCTIONS TO FORM S-3 IN ORDER TO ALLOW THE COMPANY TO BE ELIGIBLE TO
FILE REGISTRATION STATEMENTS ON FORM S-3.
THE COMPANY SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO REMAIN ELIGIBLE, PURSUANT TO RULE 430B(B), TO
OMIT, FROM THE