EITHER SUCH REGISTRATION
STATEMENT OR THE PROSPECTUS CONTAINED THEREIN, OR ANY OMISSION OR ALLEGED
OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING, IF AND TO THE EXTENT THAT SUCH STATEMENT
OR OMISSION OCCURS FROM RELIANCE UPON AND IN CONFORMITY WITH INFORMATION
REGARDING SUCH HOLDER OR ITS PLAN OF DISTRIBUTION OR ITS OWNERSHIP INTERESTS,
WHICH WAS FURNISHED TO THE COMPANY IN WRITING BY SUCH HOLDER FOR USE THEREIN, OR
(B) AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT CONTAINED IN ANY OFFER MADE
BY SUCH HOLDER RELATING TO THE REGISTRABLE SECURITIES THAT CONSTITUTES A "FREE
WRITING PROSPECTUS" AS DEFINED IN RULE 405 OF THE SECURITIES ACT.
9.
INDEMNIFICATION PROCEDURES.
ANY PERSON ENTITLED TO
INDEMNIFICATION UNDER THIS AGREEMENT SHALL PROMPTLY NOTIFY THE INDEMNIFYING
PARTY IN WRITING OF THE COMMENCEMENT OF ANY ACTION OR PROCEEDING OF WHICH SUCH
PERSON HAS ACTUAL KNOWLEDGE AND WITH RESPECT TO WHICH A CLAIM FOR
INDEMNIFICATION MAY BE MADE HEREUNDER, BUT THE FAILURE OF ANY INDEMNIFIED PARTY
TO PROVIDE SUCH NOTICE SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF ITS
OBLIGATIONS HEREUNDER, EXCEPT AND ONLY TO THE EXTENT THE INDEMNIFYING PARTY IS
MATERIALLY PREJUDICED THEREBY AND SHALL NOT RELIEVE THE INDEMNIFYING PARTY FROM
ANY LIABILITY WHICH IT MAY HAVE TO ANY INDEMNIFIED PARTY OTHERWISE THAN
HEREUNDER.
IN CASE ANY ACTION OR PROCEEDING IS BROUGHT AGAINST AN INDEMNIFIED
PARTY AND IT SHALL NOTIFY THE INDEMNIFYING PARTY OF THE COMMENCEMENT THEREOF,
THE INDEMNIFYING PARTY SHALL BE ENTITLED TO PARTICIPATE THEREIN AND, UNLESS IN
THE REASONABLE OPINION OF OUTSIDE COUNSEL TO THE INDEMNIFIED PARTY A CONFLICT OF
INTEREST BETWEEN SUCH INDEMNIFIED AND INDEMNIFYING PARTIES MAY EXIST IN RESPECT
OF SUCH CLAIM, TO ASSUME THE DEFENSE THEREOF (ALONE OR JOINTLY WITH ANY OTHER
INDEMNIFYING PARTY SIMILARLY NOTIFIED), TO THE EXTENT THAT IT CHOOSES, WITH
COUNSEL REASONABLY SATISFACTORY TO SUCH INDEMNIFIED PARTY, AND AFTER NOTICE FROM
THE INDEMNIFYING PARTY TO SUCH INDEMNIFIED PARTY THAT IT SO CHOOSES (PROVIDED
THAT IN CONNECTION WITH SUCH ASSUMPTION THE INDEMNIFYING PARTIES PROVIDE THE
INDEMNIFIED PARTIES A FULL RELEASE OF ANY COSTS OR OTHER EXPENSES IN CONNECTION
THEREWITH), THE INDEMNIFYING PARTY SHALL NOT BE LIABLE TO SUCH INDEMNIFIED PARTY
FOR ANY LEGAL OR OTHER EXPENSES SUBSEQUENTLY INCURRED BY SUCH INDEMNIFIED PARTY
IN CONNECTION WITH THE DEFENSE THEREOF; PROVIDED, HOWEVER, THAT (A) IF THE
INDEMNIFYING PARTY FAILS TO TAKE REASONABLE STEPS NECESSARY TO DEFEND DILIGENTLY
THE ACTION OR PROCEEDING WITHIN 15 BUSINESS DAYS AFTER RECEIVING NOTICE FROM
SUCH INDEMNIFIED PARTY THAT THE INDEMNIFIED PARTY BELIEVES IT HAS FAILED TO DO
SO; OR (B) IF SUCH INDEMNIFIED PARTY WHO IS A DEFENDANT IN ANY ACTION OR
PROCEEDING WHICH IS ALSO BROUGHT AGAINST THE INDEMNIFYING PARTY SHALL HAVE
REASONABLY CONCLUDED, BASED ON THE ADVICE OF COUNSEL, THAT THERE MAY BE ONE OR
MORE LEGAL DEFENSES AVAILABLE TO SUCH INDEMNIFIED PARTY WHICH ARE NOT AVAILABLE
TO THE INDEMNIFYING PARTY; OR (C) IF REPRESENTATION OF BOTH PARTIES BY THE SAME
COUNSEL IS