RESULT OF SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS OR
EXPENSES (I) IN SUCH PROPORTION AS IS APPROPRIATE TO REFLECT THE RELATIVE
BENEFITS RECEIVED BY THE INDEMNIFYING PARTY ON THE ONE HAND AND THE INDEMNITEE
ON THE OTHER FROM THE REGISTRATION OR (II) IF THE ALLOCATION PROVIDED BY CLAUSE
(I) ABOVE IS NOT PERMITTED BY APPLICABLE LAW, IN SUCH PROPORTION AS IS
APPROPRIATE TO REFLECT NOT ONLY THE RELATIVE BENEFITS RECEIVED BY THE
INDEMNIFYING PARTY ON THE ONE HAND AND THE INDEMNITEE ON THE OTHER BUT ALSO THE
RELATIVE FAULT OF THE INDEMNIFYING PARTY AND THE INDEMNITEE AS WELL AS ANY OTHER
RELEVANT EQUITABLE CONSIDERATIONS. 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 OR ON BEHALF OF THE INDEMNIFYING PARTY OR THE
INDEMNITEE AND THE PARTIES' RELATIVE INTENT, KNOWLEDGE, ACCESS TO INFORMATION
AND OPPORTUNITY TO CORRECT OR PREVENT SUCH UNTRUE STATEMENT OR OMISSION.
THE
COMPANY AND THE PARTICIPANTS AGREE THAT IT WOULD NOT BE JUST AND EQUITABLE IF
CONTRIBUTION PURSUANT TO THIS SECTION 7(D) WERE DETERMINED BY PRO RATA
ALLOCATION OR BY ANY OTHER METHOD OF ALLOCATION WHICH DOES NOT TAKE ACCOUNT OF
THE EQUITABLE CONSIDERATIONS DESCRIBED ABOVE.
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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, NO PARTICIPANT SHALL BE REQUIRED TO CONTRIBUTE ANY AMOUNT IN
EXCESS OF THE NET PROCEEDS ACTUALLY RECEIVED BY SUCH PARTICIPANT FROM ITS SALE
OF REGISTRABLE SECURITIES UNDER THE APPLICABLE REGISTRATION STATEMENT AND THE
COMPANY SHALL BE REQUIRED TO CONTRIBUTE ANY AMOUNT IN EXCESS OF SUCH PROCEEDS.
10
(E)
THE PROVISIONS OF THIS SECTION 7 SHALL SURVIVE THE COMPLETION
OF ANY OFFERING OF REGISTRABLE SECURITIES AND THE TERMINATION OF THIS
AGREEMENT.
THE INDEMNITY AND CONTRIBUTION AGREEMENTS CONTAINED IN THIS SECTION
7 ARE IN ADDITION TO ANY LIABILITY THAT AN INDEMNIFYING PARTY MAY HAVE TO AN
INDEMNITEE; PROVIDED, THAT IN NO EVENT SHALL AN INDEMNITEE BE ENTITLED TO
RECOVER FROM AN INDEMNIFYING PARTY MORE THAN ONCE WITH RESPECT TO ANY SPECIFIC
LOSS, CLAIM, DAMAGE, LIABILITY, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS'
FEES) IMPOSED ON, SUSTAINED, INCURRED OR SUFFERED BY, OR ASSERTED AGAINST THE
INDEMNITEE.
8.
REPORTS UNDER THE EXCHANGE ACT.
WITH A VIEW TO MAKING
AVAILABLE TO THE HOLDERS THE BENEFITS OF RULE 144 UNDER THE SECURITIES ACT AND
ANY OTHER RULE OR REGULATION OF THE COMMISSION THAT MAY AT ANY TIME PERMIT A
HOLDER TO SELL THE REGISTRABLE SECURITIES TO THE PUBLIC WITHOUT REGISTRATION,
THE COMPANY AGREES TO:
(I)
MAKE AND KEEP CURRENT PUBLIC INFORMATION AVAILABLE, AS THOSE
TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144 UNDER THE SECURITIES ACT, AT ALL
TIMES AFTER THE DATE HEREOF;
(II)
FILE WITH THE COMMISSION IN A TIMELY MANNER ALL REPORTS AND
OTHER DOCUMENTS REQUIRED OF