EXPENSES.
THE COMPANY AND THE SUBSIDIARY GUARANTORS SHALL BEAR
ALL EXPENSES INCURRED IN CONNECTION WITH THE PERFORMANCE OF THEIR OBLIGATIONS
UNDER SECTIONS 1, 2, 3 AND 4 AND, IN THE CASE OF A SHELF REGISTRATION STATEMENT,
THE COMPANY AND THE SUBSIDIARY GUARANTORS SHALL REIMBURSE THE HOLDERS FOR THE
REASONABLE FEES AND DISBURSEMENTS OF ONE FIRM OF ATTORNEYS (IN ADDITION TO ANY
LOCAL COUNSEL) CHOSEN BY THE HOLDERS OF A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT
OF THE SECURITIES AND THE EXCHANGE SECURITIES TO BE SOLD PURSUANT TO EACH
REGISTRATION STATEMENT ACTING FOR THE HOLDERS AND THE INITIAL PURCHASERS IN
CONNECTION THEREWITH AND, IN THE CASE OF ANY EXCHANGE OFFER REGISTRATION
STATEMENT, WILL REIMBURSE THE INITIAL PURCHASERS FOR THE REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL ACTING IN CONNECTION THEREWITH.
6.
INDEMNIFICATION.
(A)
IN THE EVENT OF A SHELF REGISTRATION STATEMENT OR IN
CONNECTION WITH ANY PROSPECTUS DELIVERY PURSUANT TO AN EXCHANGE OFFER
REGISTRATION STATEMENT BY AN EXCHANGING DEALER, THE COMPANY AND THE SUBSIDIARY
GUARANTORS SHALL, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS EACH HOLDER
(INCLUDING, WITHOUT
15
LIMITATION, EACH INITIAL PURCHASER AND ANY SUCH EXCHANGING DEALER), THEIR
AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND
AGENTS, AND EACH PERSON, IF ANY, WHO CONTROLS SUCH HOLDER WITHIN THE MEANING OF
THE SECURITIES ACT OR THE EXCHANGE ACT (COLLECTIVELY REFERRED TO FOR PURPOSES OF
THIS SECTION 6 AND SECTION 7 AS A HOLDER), FROM AND AGAINST ANY LOSS, CLAIM,
DAMAGE OR LIABILITY, JOINT OR SEVERAL, OR ANY ACTION IN RESPECT THEREOF
(INCLUDING, WITHOUT LIMITATION, ANY LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION
RELATING TO PURCHASES AND SALES OF SECURITIES OR EXCHANGE SECURITIES), TO WHICH
THAT HOLDER MAY BECOME SUBJECT, WHETHER COMMENCED OR THREATENED, UNDER THE
SECURITIES ACT, THE EXCHANGE ACT, ANY OTHER FEDERAL OR STATE STATUTORY LAW OR
REGULATION, AT COMMON LAW OR OTHERWISE, INSOFAR AS SUCH LOSS, CLAIM, DAMAGE,
LIABILITY OR ACTION ARISES OUT OF, OR IS BASED UPON, (I) ANY UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ANY SUCH REGISTRATION
STATEMENT OR ANY PROSPECTUS FORMING PART THEREOF OR IN ANY AMENDMENT OR
SUPPLEMENT THERETO OR (II) THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING, AND SHALL REIMBURSE EACH INDEMNIFIED PARTY PROMPTLY UPON DEMAND
FOR ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED BY THAT INDEMNIFIED PARTY IN
CONNECTION WITH INVESTIGATING OR DEFENDING OR PREPARING TO DEFEND AGAINST OR
APPEARING AS A THIRD PARTY WITNESS IN CONNECTION WITH ANY SUCH LOSS, CLAIM,
DAMAGE, LIABILITY OR ACTION AS SUCH EXPENSES ARE INCURRED; PROVIDED, HOWEVER,
THAT THE COMPANY AND THE SUBSIDIARY GUARANTORS SHALL NOT BE LIABLE IN ANY SUCH
CASE TO THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION ARISES
OUT OF, OR IS BASED UPON, AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT IN OR
OMISSION OR ALLEGED OMISSION FROM ANY OF SUCH DOCUMENTS IN RELIANCE UPON AND IN