OR PROSPECTUS,
OR ANY AMENDMENT OR SUPPLEMENT THERETO OR ANY RELATED PRELIMINARY PROSPECTUS, IN
RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE
COMPANY BY SUCH HOLDER SPECIFICALLY FOR USE IN THE PREPARATION THEREOF.
THE
LIABILITY OF ANY HOLDER UNDER THIS SECTION 6(C) SHALL IN NO EVENT EXCEED THE
PROCEEDS RECEIVED BY SUCH HOLDER FROM SALES OF REGISTRABLE SECURITIES GIVING
RISE TO SUCH OBLIGATION.
(D)
IN CASE ANY PROCEEDING (INCLUDING ANY GOVERNMENTAL INVESTIGATION)
SHALL BE INSTITUTED INVOLVING ANY PERSON IN RESPECT OF WHICH INDEMNITY MAY BE
SOUGHT PURSUANT TO SECTION 6(A) OR
(C), SUCH PERSON (THE "INDEMNIFIED PERSON")
SHALL PROMPTLY NOTIFY THE PERSON OR PERSONS AGAINST WHOM SUCH INDEMNITY MAY BE
SOUGHT (EACH AN "INDEMNIFYING PERSON") IN WRITING.
NO INDEMNIFICATION PROVIDED
FOR IN SECTION 6(A) OR
(C) SHALL BE AVAILABLE TO ANY PERSON WHO SHALL FAIL TO
GIVE NOTICE AS PROVIDED IN THIS SECTION 6(D) IF THE PARTY TO WHOM NOTICE WAS NOT
GIVEN WAS UNAWARE OF THE PROCEEDING TO WHICH SUCH NOTICE WOULD HAVE RELATED AND
WAS MATERIALLY PREJUDICED BY THE FAILURE TO GIVE SUCH NOTICE, BUT THE FAILURE TO
GIVE SUCH NOTICE SHALL NOT RELIEVE THE INDEMNIFYING PERSON OR PERSONS FROM ANY
LIABILITY WHICH IT OR THEY MAY HAVE TO THE INDEMNIFIED PERSON FOR CONTRIBUTION
OR OTHERWISE THAN ON ACCOUNT OF THE PROVISIONS OF SECTION 6(A) OR (C).
IN CASE
ANY SUCH PROCEEDING SHALL BE BROUGHT AGAINST ANY INDEMNIFIED PERSON AND IT SHALL
NOTIFY THE INDEMNIFYING PERSON OF THE COMMENCEMENT THEREOF, THE INDEMNIFYING
PERSON SHALL BE ENTITLED TO PARTICIPATE THEREIN AND, TO THE EXTENT THAT IT SHALL
WISH, JOINTLY WITH ANY OTHER INDEMNIFYING PERSON SIMILARLY NOTIFIED, TO ASSUME
THE DEFENSE THEREOF, WITH COUNSEL SATISFACTORY TO SUCH INDEMNIFIED PERSON AND
SHALL PAY AS INCURRED (OR WITHIN 30 DAYS OF PRESENTATION) THE FEES AND
DISBURSEMENTS OF SUCH COUNSEL RELATED TO SUCH PROCEEDING.
IN ANY SUCH
PROCEEDING, ANY INDEMNIFIED PERSON SHALL HAVE THE RIGHT TO RETAIN ITS OWN
COUNSEL AT ITS OWN EXPENSE.
NOTWITHSTANDING THE FOREGOING, THE INDEMNIFYING
PERSON SHALL PAY AS INCURRED (OR WITHIN 30 DAYS OF PRESENTATION) THE REASONABLE
FEES AND EXPENSES OF THE COUNSEL RETAINED BY THE INDEMNIFIED PERSON IN THE EVENT
(I) THE INDEMNIFYING PERSON AND THE INDEMNIFIED PERSON SHALL HAVE MUTUALLY
AGREED TO THE RETENTION OF SUCH COUNSEL, (II) THE NAMED PARTIES TO ANY SUCH
PROCEEDING (INCLUDING ANY IMPLEADED PARTIES) INCLUDE BOTH THE INDEMNIFYING
PERSON AND THE INDEMNIFIED PERSON AND REPRESENTATION OF BOTH PARTIES BY THE SAME
COUNSEL WOULD BE
15
INAPPROPRIATE DUE TO ACTUAL OR POTENTIAL DIFFERING INTERESTS BETWEEN THEM OR
(III) THE INDEMNIFYING PERSON SHALL HAVE FAILED TO ASSUME THE DEFENSE AND EMPLOY
COUNSEL ACCEPTABLE TO THE INDEMNIFIED PERSON WITHIN A REASONABLE PERIOD OF TIME
AFTER NOTICE OF COMMENCEMENT OF THE ACTION.
IT IS UNDERSTOOD THAT THE
INDEMNIFYING PERSON SHALL NOT, IN CONNECTION WITH ANY PROCEEDING OR RELATED
PROCEEDINGS IN THE SAME JURISDICTION, BE LIABLE FOR THE REASONABLE FEES AND
EXPENSES OF MORE THAN ONE SEPARATE FIRM FOR ALL SUCH INDEMNIFIED PERSONS.
SUCH
FIRM SHALL BE DESIGNATED IN WRITING BY HOLDERS