RIGHTS UNDER THAT CERTAIN REGISTRATION RIGHTS
AGREEMENT DATED JUNE 30, 1997 BETWEEN NMB AND THE CONRAD COMPANY.
5.3
IN CONNECTION WITH ANY REGISTRATION UNDER THIS SECTION 5, NMB
WILL:
5.3.1
FURNISH TO EACH REQUESTING HOLDER A COPY OF THE REGISTRATION
STATEMENT AND EACH AMENDMENT TO THE REGISTRATION STATEMENT AND SUCH NUMBER OF
COPIES OF THE FINAL PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT AS THE
REQUESTING HOLDER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISTRIBUTION
OF THE INCLUDED SHARES OWNED BY SUCH HOLDER;
5.3.2
NOTIFY THE REQUESTING HOLDERS OF THE ISSUANCE OF ANY STOP ORDER
BY THE SEC IN CONNECTION WITH THE REGISTRATION STATEMENT; AND
5.3.3
PAY ALL COSTS AND EXPENSES OF SUCH REGISTRATION OTHER THAN
UNDERWRITING DISCOUNTS OR BROKERAGE FEES OR COMMISSIONS IN CONNECTION WITH THE
SALE OF INCLUDED SHARES AND FEES AND COSTS OF ACCOUNTANTS, ATTORNEYS OR OTHERS
RETAINED BY REQUESTING HOLDERS.
5.4
AS A CONDITION TO INCLUDING REGISTRABLE SHARES IN THE REGISTRATION
STATEMENT, EACH REQUESTING HOLDER MUST PROVIDE (A) TO NMB SUCH INFORMATION
REGARDING ITSELF, THE REGISTRABLE SHARES HELD BY IT AND THE INTENDED METHOD OF
DISTRIBUTION OF SUCH SHARES AS SHALL BE REQUIRED TO EFFECT THE REGISTRATION OF
THE REGISTRABLE SHARES AND, (B) IF THE OFFERING IS BEING UNDERWRITTEN, TO THE
UNDERWRITERS SUCH POWERS OF ATTORNEY, INDEMNITIES AND OTHER DOCUMENTS AS MAY BE
REASONABLY REQUESTED BY THE MANAGING UNDERWRITER.
5.5
FOLLOWING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, UPON
RECEIPT FROM NMB OF A NOTICE THAT THE REGISTRATION STATEMENT CONTAINS AN UNTRUE
STATEMENT OF MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, EACH REQUESTING HOLDER
WILL IMMEDIATELY DISCONTINUE DISPOSITION OF INCLUDED SHARES PURSUANT TO THE
REGISTRATION STATEMENT UNTIL NMB NOTIFIES THE REQUESTING HOLDER THAT IT MAY
RESUME SALES OF INCLUDED SHARES AND, IF NECESSARY, PROVIDES TO THE REQUESTING
HOLDER COPIES OF THE SUPPLEMENTAL OR AMENDED PROSPECTUS.
IN SUCH EVENT, EACH
REQUESTING HOLDER AGREES TO DELIVER TO NMB ALL COPIES, OTHER THAN PERMANENT FILE
COPIES THEN IN HOLDER'S POSSESSION, OF THE MOST RECENT PROSPECTUS COVERING THE
INCLUDED SHARES.
IF THE REGISTRATION IS A DEMAND REGISTRATION PURSUANT TO
SECTION 5.2, NMB WILL USE ITS BEST EFFORTS TO DO ALL THINGS NECESSARY, AS SOON
AS REASONABLY PRACTICABLE, TO AMEND, MODIFY OR OTHERWISE CORRECT THE
REGISTRATION STATEMENT AND THE UNTRUE STATEMENT OF MATERIAL FACT OR OMISSION OF
MATERIAL FACT UNLESS THE SAME RELATES TO A MATERIAL CORPORATE TRANSACTION, EVENT
OR DEVELOPMENT, THE DISCLOSURE OF WHICH WOULD BE, IN THE JUDGMENT OF THE BOARD
OF DIRECTORS OF NMB, MATERIALLY DETRIMENTAL TO NMB, IN WHICH EVENT NMB MAY DELAY
THE AMENDMENT OF THE REGISTRATION STATEMENT FOR UP TO 90 DAYS; PROVIDED,
HOWEVER, THAT AMOUNT OF TIME FOR ANY SUCH DELAY SHALL BE ADDED TO AMOUNT OF TIME
NMB SHALL BE REQUIRED TO MAINTAIN THE REGISTRATION STATEMENT EFFECTIVE UNDER
SECTION 5.2.
5.6
IN CONNECTION WITH ANY REGISTRATION PURSUANT TO THIS SECTION 5,
NMB AGREES TO INDEMNIFY AND HOLD HARMLESS