BY THE INDEMNIFIED
PARTY AND THE PARTIES' RELATIVE INTENT, KNOWLEDGE, ACCESS TO INFORMATION AND
OPPORTUNITY TO CORRECT OR PREVENT SUCH STATEMENT OR OMISSION.
(V)
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT
THAT THE PROVISIONS ON INDEMNIFICATION AND CONTRIBUTION CONTAINED IN THE
UNDERWRITING AGREEMENT ENTERED INTO IN CONNECTION WITH ANY UNDERWRITTEN PUBLIC
OFFERING CONTEMPLATED BY THIS AGREEMENT ARE IN CONFLICT WITH THE FOREGOING
PROVISIONS, THE PROVISIONS IN SUCH UNDERWRITING AGREEMENT SHALL BE CONTROLLING.
(VI)
THE FOREGOING INDEMNITY AGREEMENT OF THE
COMPANY AND EACH AFFILIATE IS SUBJECT TO THE CONDITION THAT, INSOFAR AS THEY
RELATE TO ANY LOSSES, CLAIMS, LIABILITIES OR DAMAGES ARISING OUT OF A STATEMENT
MADE IN OR OMITTED FROM A PRELIMINARY PROSPECTUS BUT ELIMINATED OR REMEDIED IN
THE AMENDED PROSPECTUS ON FILE WITH THE COMMISSION AT THE TIME THE REGISTRATION
STATEMENT IN QUESTION BECOMES EFFECTIVE OR THE AMENDED PROSPECTUS FILED WITH THE
COMMISSION PURSUANT TO COMMISSION RULE 424(B) (THE "FINAL PROSPECTUS"),
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SUCH INDEMNITY OR CONTRIBUTION AGREEMENT SHALL NOT INURE TO THE BENEFIT OF ANY
UNDERWRITER IF A COPY OF THE FINAL PROSPECTUS WAS FURNISHED TO THE UNDERWRITER
AND WAS NOT FURNISHED TO THE PERSON ASSERTING THE LOSSES, LIABILITIES, CLAIMS OR
DAMAGES AT OR PRIOR TO THE TIME SUCH ACTION IS REQUIRED BY THE SECURITIES ACT.
(G)
INFORMATION BY THE AFFILIATES. TO THE EXTENT
THE REGISTRABLE SECURITIES HELD BY AN AFFILIATE ARE INCLUDED IN ANY
REGISTRATION, SUCH AFFILIATE SHALL FURNISH TO THE COMPANY SUCH INFORMATION
REGARDING SUCH AFFILIATE AND THE DISTRIBUTION PROPOSED BY SUCH AFFILIATE AS THE
COMPANY MAY REASONABLY REQUEST IN WRITING AND AS SHALL BE REASONABLY REQUIRED IN
CONNECTION WITH ANY REGISTRATION, QUALIFICATION OR COMPLIANCE REFERRED TO IN
THIS SECTION 2.
(H)
RULE 144 REPORTING. WITH A VIEW TO MAKING
AVAILABLE THE BENEFITS OF CERTAIN RULES AND REGULATIONS OF THE COMMISSION WHICH
MAY AT ANY TIME PERMIT THE SALE OF REGISTRABLE SECURITIES TO THE PUBLIC WITHOUT
REGISTRATION, AT ALL TIMES FROM AND AFTER NINETY (90) DAYS FOLLOWING THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT FOR THE FIRST REGISTRATION DEMANDED
BY ANY AFFILIATE UNDER THE SECURITIES ACT FILED BY THE COMPANY FOR AN OFFERING
OF SECURITIES OF THE COMPANY TO THE GENERAL PUBLIC, THE COMPANY AGREES TO:
(I)
MAKE AND KEEP PUBLIC INFORMATION
AVAILABLE AS THOSE TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144 UNDER THE
SECURITIES ACT ("RULE 144");
(II)
USE ALL COMMERCIALLY REASONABLE EFFORTS TO
FILE WITH THE COMMISSION IN A TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS
REQUIRED OF THE COMPANY UNDER THE SECURITIES ACT AND THE EXCHANGE ACT AT ANY
TIME AFTER IT HAS BECOME SUBJECT TO SUCH REPORTING REQUIREMENTS; AND
(III)
SO LONG AS ANY AFFILIATE OWNS ANY
REGISTRABLE SECURITIES, FURNISH TO SUCH AFFILIATE, UPON REQUEST, A WRITTEN
STATEMENT BY THE COMPANY AS TO ITS COMPLIANCE WITH THE REPORTING REQUIREMENTS OF
RULE 144 AND OF THE SECURITIES ACT AND THE EXCHANGE ACT (AT ANY TIME AFTER IT
HAS BECOME SUBJECT TO SUCH REPORTING REQUIREMENTS), A COPY OF THE MOST RECENT
ANNUAL OR QUARTERLY REPORT OF THE COMPANY, AND SUCH OTHER REPORTS AND DOCUMENTS