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 will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.
(B)
EACH HOLDER OF SECURITIES SHALL PAY ALL UNDERWRITING DISCOUNTS AND
COMMISSIONS, IF ANY, AND THE FEES OF ANY COUNSEL RETAINED BY OR ON BEHALF OF THE
UNDERWRITERS, AND TRANSFER TAXES, IF ANY, RELATED TO THE SALE OR DISPOSITION OF
SUCH HOLDER'S SECURITIES PURSUANT TO ANY SHELF REGISTRATION STATEMENT.
(C)
IN CONNECTION WITH ANY REGISTRATION STATEMENT REQUIRED BY THIS AGREEMENT,
THE COMPANY WILL REIMBURSE THE INITIAL PURCHASERS AND THE HOLDERS OF TRANSFER
RESTRICTED SECURITIES WHO ARE TENDERING INITIAL SECURITIES IN THE REGISTERED
EXCHANGE OFFER AND/OR SELLING OR RESELLING SECURITIES PURSUANT TO THE "PLAN OF
DISTRIBUTION" CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT OR THE
SHELF REGISTRATION STATEMENT, AS APPLICABLE, FOR THE REASONABLE FEES AND
DISBURSEMENTS OF NOT MORE THAN ONE COUNSEL, WHO SHALL BE CRAVATH, SWAINE & MOORE
LLP UNLESS
15
ANOTHER FIRM SHALL BE CHOSEN BY THE HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF
THE TRANSFER RESTRICTED SECURITIES FOR WHOSE BENEFIT SUCH REGISTRATION STATEMENT
IS BEING PREPARED.
6.
INDEMNIFICATION.
(A)
THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS (X) EACH HOLDER OF THE
SECURITIES (INCLUDING EACH MARKET MAKER) INCLUDED IN A REGISTRATION STATEMENT,
ANY PARTICIPATING BROKER-DEALER AND EACH PERSON, IF ANY, WHO CONTROLS SUCH
HOLDER (INCLUDING, IN EACH CASE, EACH MARKET-MAKER) OR SUCH PARTICIPATING
BROKER-DEALER WITHIN THE MEANING OF THE SECURITIES ACT OR THE EXCHANGE ACT (EACH
HOLDER, ANY PARTICIPATING BROKER-DEALER AND SUCH CONTROLLING PERSONS ARE
REFERRED TO COLLECTIVELY AS THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY
LOSSES, CLAIMS, DAMAGES OR LIABILITIES, JOINT OR SEVERAL, OR ANY ACTIONS IN
RESPECT THEREOF (INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, CLAIMS, DAMAGES,
LIABILITIES OR ACTIONS RELATING TO PURCHASES AND SALES OF THE SECURITIES) TO
WHICH EACH INDEMNIFIED PARTY MAY BECOME SUBJECT UNDER THE SECURITIES ACT, THE
EXCHANGE ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES
OR ACTIONS ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF A MATERIAL FACT CONTAINED IN A REGISTRATION STATEMENT OR PROSPECTUS
OR IN ANY AMENDMENT OR SUPPLEMENT THERETO OR IN ANY PRELIMINARY PROSPECTUS
RELATING TO A SHELF REGISTRATION, OR ARISE OUT OF, OR ARE BASED UPON, THE
OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, AND
SHALL REIMBURSE, AS INCURRED, THE INDEMNIFIED PARTIES FOR ANY LEGAL OR OTHER
EXPENSES REASONABLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR
DEFENDING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION IN RESPECT THEREOF;
PROVIDED, HOWEVER, THAT (I) THE COMPANY SHALL NOT BE