WITHIN THE
MEANING OF EITHER SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE
ACT (EACH, A "PARTICIPANT"), FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
DAMAGES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, THE
REASONABLE LEGAL FEES AND OTHER EXPENSES ACTUALLY INCURRED IN CONNECTION WITH
ANY SUIT, ACTION OR PROCEEDING OR ANY CLAIM ASSERTED) CAUSED BY, ARISING OUT OF
OR BASED UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL
FACT CONTAINED IN ANY REGISTRATION
21
STATEMENT (OR ANY AMENDMENT THERETO) OR PROSPECTUS (AS AMENDED OR SUPPLEMENTED
IF THE ISSUERS SHALL HAVE FURNISHED ANY AMENDMENTS OR SUPPLEMENTS THERETO) OR
ANY PRELIMINARY PROSPECTUS, OR CAUSED BY, ARISING OUT OF OR BASED UPON ANY
OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE CASE OF THE
PROSPECTUS IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING, EXCEPT INSOFAR AS SUCH LOSSES, CLAIMS, JUDGMENTS, DAMAGES,
LIABILITIES OR EXPENSES ARE CAUSED BY ANY UNTRUE STATEMENT OR OMISSION OR
ALLEGED UNTRUE STATEMENT OR OMISSION MADE IN RELIANCE UPON AND IN CONFORMITY
WITH INFORMATION RELATING TO ANY PARTICIPANT FURNISHED TO THE ISSUERS IN WRITING
BY SUCH PARTICIPANT EXPRESSLY FOR USE THEREIN AND WITH RESPECT TO ANY
PRELIMINARY PROSPECTUS, OR EXCEPT TO THE EXTENT THAT ANY SUCH LOSS, CLAIM,
DAMAGE OR LIABILITY ARISES SOLELY FROM THE FACT THAT ANY PARTICIPANT SOLD NOTES
TO A PERSON TO WHOM THERE WAS NOT SENT OR GIVEN A COPY OF THE PROSPECTUS (AS
AMENDED OR SUPPLEMENTED) AT OR PRIOR TO THE WRITTEN CONFIRMATION OF SUCH SALE IF
THE ISSUERS SHALL HAVE PREVIOUSLY FURNISHED COPIES THEREOF TO THE PARTICIPANT IN
ACCORDANCE HEREWITH AND THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED) WOULD HAVE
CORRECTED ANY SUCH UNTRUE STATEMENT OR OMISSION.
(B)
EACH PARTICIPANT AGREES, SEVERALLY AND NOT JOINTLY, TO INDEMNIFY
AND HOLD HARMLESS EACH ISSUER, THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
REPRESENTATIVES, EMPLOYEES AND AGENTS OF EACH ISSUER AND EACH PERSON WHO
CONTROLS EACH ISSUER WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR
SECTION 20 OF THE EXCHANGE ACT TO THE SAME EXTENT (BUT ON A SEVERAL, AND NOT
JOINT, BASIS) AS THE FOREGOING INDEMNITY FROM THE ISSUERS TO EACH PARTICIPANT
UNDER PARAGRAPH (A) ABOVE, BUT ONLY WITH REFERENCE TO INFORMATION RELATING TO
SUCH PARTICIPANT FURNISHED TO THE ISSUERS IN WRITING BY SUCH PARTICIPANT
EXPRESSLY FOR USE IN ANY REGISTRATION STATEMENT OR PROSPECTUS, ANY AMENDMENT OR
SUPPLEMENT THERETO, OR ANY PRELIMINARY PROSPECTUS.
THE LIABILITY OF ANY
PARTICIPANT UNDER THIS PARAGRAPH SHALL IN NO EVENT EXCEED THE PROCEEDS RECEIVED
BY SUCH PARTICIPANT FROM SALES OF REGISTRABLE NOTES OR EXCHANGE NOTES GIVING
RISE TO SUCH OBLIGATIONS.
(C)
IF ANY SUIT, ACTION, PROCEEDING (INCLUDING ANY GOVERNMENTAL OR
REGULATORY INVESTIGATION), CLAIM OR DEMAND SHALL BE BROUGHT OR ASSERTED AGAINST
ANY PERSON IN RESPECT OF WHICH INDEMNITY MAY BE SOUGHT PURSUANT TO EITHER OF THE
TWO PRECEDING PARAGRAPHS, SUCH PERSON (THE "INDEMNIFIED PERSON") SHALL PROMPTLY
NOTIFY THE PERSONS AGAINST WHOM SUCH INDEMNITY