THE NOTES PURSUANT TO THE PURCHASE
AGREEMENT AND THE REGISTRABLE SECURITIES PURSUANT TO ANY SHELF REGISTRATION.
IF, HOWEVER, THE ALLOCATION PROVIDED BY THE IMMEDIATELY PRECEDING SENTENCE IS
NOT PERMITTED BY APPLICABLE LAW, THEN EACH INDEMNIFYING PERSON SHALL CONTRIBUTE
TO SUCH AMOUNT PAID OR PAYABLE BY SUCH INDEMNIFIED PERSON IN SUCH PROPORTION AS
IS APPROPRIATE TO REFLECT NOT ONLY SUCH RELATIVE BENEFITS BUT ALSO THE RELATIVE
FAULT OF THE INDEMNIFYING PERSON ON THE ONE HAND AND THE INDEMNIFIED PERSON ON
THE OTHER IN CONNECTION WITH THE STATEMENTS OR OMISSIONS WHICH RESULTED IN SUCH
LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS OR PROCEEDINGS IN RESPECT
THEREOF), AS WELL AS ANY OTHER RELEVANT EQUITABLE CONSIDERATIONS.
THE RELATIVE
BENEFITS RECEIVED BY THE COMPANY SHALL BE DEEMED TO BE EQUAL TO THE TOTAL NET
PROCEEDS (BEFORE DEDUCTING EXPENSES) RECEIVED BY THE COMPANY UNDER THE PURCHASE
AGREEMENT FROM THE OFFERING AND SALE OF THE REGISTRABLE SECURITIES GIVING RISE
TO SUCH OBLIGATIONS.
THE RELATIVE BENEFITS RECEIVED BY ANY HOLDER SHALL BE
DEEMED TO BE EQUAL TO THE VALUE OF RECEIVING REGISTRATION RIGHTS FOR THE
REGISTRABLE SECURITIES UNDER THIS AGREEMENT.
THE RELATIVE FAULT SHALL BE
DETERMINED BY REFERENCE TO, AMONG OTHER THINGS, WHETHER THE UNTRUE OR ALLEGED
UNTRUE STATEMENT OF A MATERIAL FACT OR THE OMISSION OR ALLEGED OMISSION TO STATE
A MATERIAL FACT RELATES TO INFORMATION SUPPLIED BY THE COMPANY ON THE ONE HAND,
SUCH INDEMNIFIED HOLDER ON THE OTHER, AND THE PARTIES' RELATIVE INTENT,
KNOWLEDGE, ACCESS TO INFORMATION AND OPPORTUNITY TO CORRECT OR PREVENT SUCH
STATEMENT OR OMISSION.
(F)
THE COMPANY AND THE INITIAL PURCHASERS AGREE THAT
IT WOULD NOT BE JUST AND EQUITABLE IF CONTRIBUTION PURSUANT TO SECTION 6(E) WERE
DETERMINED BY PRO RATA ALLOCATION OR BY ANY OTHER METHOD OF ALLOCATION WHICH
DOES NOT TAKE ACCOUNT OF THE EQUITABLE CONSIDERATIONS REFERRED TO IN
SECTION 6(E).
THE AMOUNT PAID OR PAYABLE BY AN INDEMNIFIED PERSON AS A RESULT
OF THE LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS OR PROCEEDINGS IN
RESPECT THEREOF) REFERRED TO IN SECTION 6(E) SHALL BE DEEMED TO INCLUDE ANY
REASONABLE LEGAL OR OTHER EXPENSES REASONABLY INCURRED BY SUCH INDEMNIFIED
PERSON IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH ACTION OR CLAIM.
NOTWITHSTANDING THE PROVISIONS OF SECTION 6(E) AND (F), (I) IN NO EVENT SHALL
ANY HOLDER BE REQUIRED TO CONTRIBUTE ANY AMOUNT IN EXCESS OF THE AMOUNT BY WHICH
THE NET PROCEEDS RECEIVED BY SUCH HOLDER FROM THE OFFERING OR SALE OF THE
REGISTRABLE SECURITIES PURSUANT TO A SHELF REGISTRATION STATEMENT EXCEEDS THE
AMOUNT OF DAMAGES WHICH SUCH HOLDER WOULD HAVE OTHERWISE BEEN REQUIRED TO PAY BY
REASON OF SUCH UNTRUE OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED
OMISSION AND (II) 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.
(G)
IN ANY PROCEEDING RELATING TO ANY REGISTRATION
STATEMENT OR PROSPECTUS OR ANY SUPPLEMENT OR AMENDMENT THERETO OR ANY RELATED
PRELIMINARY PROSPECTUS, EACH PARTY AGAINST WHOM CONTRIBUTION