BLUE SKY OR SECURITIES LAWS;
(III)
ALL EXPENSES OF PRINTING (INCLUDING PRINTING OF
PROSPECTUSES AND CERTIFICATES FOR THE COMMON STOCK TO BE ISSUED UPON CONVERSION
OF THE DEBENTURES) AND THE COMPANY'S EXPENSES FOR MESSENGER AND DELIVERY
SERVICES AND TELEPHONE;
15
(IV)
ALL FEES AND DISBURSEMENTS OF COUNSEL TO THE COMPANY AND,
SUBJECT TO SECTION 5(B) BELOW, THE HOLDERS OF TRANSFER RESTRICTED SECURITIES;
(V)
ALL APPLICATION AND FILING FEES IN CONNECTION WITH LISTING
(OR AUTHORIZING FOR QUOTATION) THE COMMON STOCK ON A NATIONAL SECURITIES
EXCHANGE OR AUTOMATED QUOTATION SYSTEM PURSUANT TO THE REQUIREMENTS HEREOF; AND
(VI)
ALL FEES AND DISBURSEMENTS OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY (INCLUDING THE EXPENSES OF ANY SPECIAL AUDIT AND
COMFORT LETTERS REQUIRED BY OR INCIDENT TO SUCH PERFORMANCE).
The Company shall bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal, accounting
or other duties), the expenses of any annual audit and the fees and expenses of
any Person, including special experts, retained by the Company.
(B)
IN CONNECTION WITH THE SHELF REGISTRATION STATEMENT OR THE ADDITIONAL
SHELF REGISTRATION STATEMENT, AS APPLICABLE, REQUIRED BY THIS AGREEMENT,
INCLUDING ANY AMENDMENT OR SUPPLEMENT THERETO, AND ANY OTHER DOCUMENTS DELIVERED
TO ANY HOLDERS, THE COMPANY SHALL REIMBURSE THE INITIAL PURCHASER AND THE
HOLDERS OF TRANSFER RESTRICTED SECURITIES BEING REGISTERED PURSUANT TO THE SHELF
REGISTRATION STATEMENT OR THE ADDITIONAL SHELF REGISTRATION STATEMENT, AS
APPLICABLE, FOR THE REASONABLE FEES AND DISBURSEMENTS OF NOT MORE THAN ONE
COUNSEL, WHICH SHALL BE CLEARY GOTTLIEB STEEN & HAMILTON, OR SUCH OTHER COUNSEL
AS MAY BE CHOSEN BY A MAJORITY OF HOLDERS FOR WHOSE BENEFIT THE SHELF
REGISTRATION STATEMENT OR THE ADDITIONAL SHELF REGISTRATION STATEMENT, AS
APPLICABLE, IS BEING PREPARED.
THE HOLDERS OF TRANSFER RESTRICTED SECURITIES
BEING REGISTERED SHALL BE RESPONSIBLE FOR ALL UNDERWRITING COMMISSIONS OR
DISCOUNTS, IF ANY, ATTRIBUTABLE TO THE SALE OF SUCH TRANSFER RESTRICTED
SECURITIES PURSUANT TO ANY UNDERWRITTEN OFFERING.
6.
INDEMNIFICATION AND CONTRIBUTION.
(A)
THE COMPANY SHALL INDEMNIFY AND HOLD HARMLESS EACH HOLDER, SUCH HOLDER'S
OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES AND EACH PERSON, IF ANY, WHO
CONTROLS SUCH HOLDER WITHIN THE MEANING OF THE SECURITIES ACT (EACH, AN
"INDEMNIFIED HOLDER"), FROM AND AGAINST ANY LOSS, CLAIM, DAMAGE OR LIABILITY,
JOINT OR SEVERAL, OR ANY ACTION IN RESPECT THEREOF (INCLUDING, BUT NOT LIMITED
TO, ANY LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION RELATING TO RESALES OF THE
TRANSFER RESTRICTED SECURITIES), TO WHICH SUCH INDEMNIFIED HOLDER MAY BECOME
SUBJECT, UNDER THE ACT OR OTHERWISE, INSOFAR AS ANY SUCH LOSS, CLAIM, DAMAGE,
LIABILITY OR ACTION ARISES OUT OF, OR IS BASED UPON:
(I)
ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A
MATERIAL FACT CONTAINED IN (A) THE SHELF REGISTRATION STATEMENT, ADDITIONAL
SHELF REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT
THERETO, AS APPLICABLE, OR (B) ANY BLUE SKY APPLICATION OR OTHER DOCUMENT OR ANY
AMENDMENT OR SUPPLEMENT THERETO PREPARED OR EXECUTED BY THE COMPANY (OR BASED
UPON WRITTEN INFORMATION FURNISHED BY OR ON BEHALF OF THE COMPANY) FILED IN ANY
JURISDICTION SPECIFICALLY