OF
THE DOLLAR AMOUNT BY WHICH THE GROSS PROCEEDS ACTUALLY RECEIVED BY SUCH HOLDER
FROM THE SALE OF REGISTRABLE SECURITIES EXCEEDS THE AMOUNT OF ANY DAMAGES THAT
SUCH HOLDER 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.
5.4.4
THE INDEMNITY AND CONTRIBUTION AGREEMENTS
CONTAINED IN THIS SECTION 5 ARE IN ADDITION TO ANY LIABILITY WHICH THE
INDEMNIFYING PARTIES MAY OTHERWISE HAVE TO THE INDEMNIFIED PARTIES HEREUNDER,
UNDER APPLICABLE LAW OR AT EQUITY.
6.
UNDERWRITING AND DISTRIBUTION.
6.1.
RULE 144.
AT SUCH TIMES AS THE TRUST IS
OBLIGATED TO FILE REPORTS IN COMPLIANCE WITH EITHER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT, THE TRUST COVENANTS THAT IT SHALL FILE ANY REPORTS REQUIRED TO BE
FILED BY IT UNDER THE SECURITIES ACT OR THE EXCHANGE ACT AND SHALL TAKE SUCH
FURTHER ACTION AS THE HOLDERS OF REGISTRABLE SECURITIES MAY REASONABLY REQUEST,
ALL TO THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH HOLDERS TO SELL
REGISTRABLE SECURITIES (SUBJECT TO ANY CONTRACTUAL OBLIGATION OF SUCH HOLDERS TO
THE CONTRARY) WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE
LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, AS
SUCH RULES MAY BE AMENDED FROM TIME TO TIME, OR ANY SIMILAR RULE OR REGULATION
HEREAFTER ADOPTED BY THE COMMISSION.
UPON THE REQUEST OF ANY HOLDER, THE TRUST
WILL DELIVER TO SUCH HOLDER A WRITTEN STATEMENT AS TO WHETHER IT HAS COMPLIED
WITH SUCH REQUIREMENTS.
7.
MISCELLANEOUS.
7.1.
ASSIGNMENT; NO THIRD PARTY BENEFICIARIES.
THIS
AGREEMENT AND THE RIGHTS, DUTIES AND OBLIGATIONS OF THE TRUST HEREUNDER MAY NOT
BE ASSIGNED OR DELEGATED BY THE TRUST IN WHOLE OR IN PART.
THIS AGREEMENT AND
THE RIGHTS, DUTIES AND OBLIGATIONS OF THE HOLDERS OF REGISTRABLE SECURITIES
HEREUNDER MAY BE FREELY ASSIGNED OR DELEGATED BY SUCH HOLDER OF REGISTRABLE
SECURITIES IN CONJUNCTION WITH AND TO THE EXTENT OF ANY TRANSFER OF REGISTRABLE
SECURITIES HELD BY ANY SUCH HOLDER (SUBJECT TO ANY CONTRACTUAL OBLIGATION OF
SUCH HOLDERS TO THE CONTRARY).
THIS AGREEMENT AND THE PROVISIONS HEREOF SHALL
BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF EACH OF THE PARTIES HERETO AND
THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT NO
SUCH TRANSFER OR ASSIGNMENT SHALL BE BINDING UPON OR OBLIGATE THE TRUST TO ANY
SUCH ASSIGNEE UNLESS AND UNTIL THE TRUST SHALL HAVE RECEIVED WRITTEN NOTICE OF
SUCH TRANSFER OR ASSIGNMENT AS HEREIN PROVIDED AND A WRITTEN AGREEMENT OF THE
ASSIGNEE TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT.
THIS AGREEMENT IS NOT
INTENDED TO CONFER ANY RIGHTS OR BENEFITS ON ANY PERSONS THAT ARE NOT PARTY
HERETO OTHER THAN AS EXPRESSLY SET FORTH IN ARTICLE 5 AND THIS SECTION 7.1.
16
7.2.
NOTICES. ALL NOTICES, DEMANDS, REQUESTS,
CONSENTS, APPROVALS OR OTHER COMMUNICATIONS REQUIRED OR PERMITTED TO