FOREGOING INDEMNITY AGREEMENT WITH RESPECT TO ANY PRELIMINARY
PROSPECTUS SHALL NOT INURE TO THE BENEFIT OF ANY UNDERWRITER OR REGISTERING
PARTY FROM WHOM THE PERSON ASSERTING ANY SUCH LOSS, CLAIM, DAMAGE OR LIABILITY
PURCHASED THE REGISTERED SECURITIES IF A COPY OF THE PROSPECTUS INCLUDED IN THE
APPLICABLE REGISTRATION STATEMENT (AS THEN AMENDED OR SUPPLEMENTED, IF SUCH
AMENDMENT OR SUPPLEMENT WAS FURNISHED BY HOLDINGS) WAS NOT SENT OR GIVEN BY OR
ON BEHALF OF ANY UNDERWRITER OR REGISTERING PARTY TO SUCH PERSON, IF SUCH IS
REQUIRED BY LAW, AT OR PRIOR TO THE WRITTEN CONFIRMATION OF THE SALE OF SUCH
REGISTERED SECURITIES TO SUCH PERSON AND IF THE PROSPECTUS (AS SO AMENDED OR
SUPPLEMENTED) WOULD HAVE CURED THE DEFECT GIVING RISE TO SUCH LOSS, CLAIM,
DAMAGE OR LIABILITY; PROVIDED FURTHER, HOWEVER, THAT THIS INDEMNITY AGREEMENT
WILL BE IN ADDITION TO ANY LIABILITY WHICH HOLDINGS MAY OTHERWISE HAVE TO SUCH
INDEMNIFIED PARTY.
HOLDINGS SHALL ALSO INDEMNIFY UNDERWRITERS, SELLING BROKERS,
DEALER MANAGERS AND SIMILAR SECURITIES INDUSTRY PROFESSIONALS PARTICIPATING IN
THE DISTRIBUTION (IN EACH CASE AS DESCRIBED IN A REGISTRATION STATEMENT), THEIR
OFFICERS AND DIRECTORS AND EACH PERSON WHO CONTROLS SUCH PERSONS WITHIN THE
27
meaning of the Act or the Exchange Act to the same extent as provided above with
respect to the indemnification of the Registering Parties if requested by such
holders.
(E)
EACH REGISTERING PARTY, SEVERALLY AND NOT JOINTLY, WILL INDEMNIFY AND HOLD
HARMLESS HOLDINGS AND EACH PERSON, IF ANY, WHO CONTROLS HOLDINGS WITHIN THE
MEANING OF THE ACT OR THE EXCHANGE ACT FROM AND AGAINST ANY LOSSES, CLAIMS,
DAMAGES, LIABILITIES OR ACTIONS IN RESPECT THEREOF TO WHICH HOLDINGS OR ANY SUCH
CONTROLLING PERSON MAY BECOME SUBJECT UNDER THE 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
REGISTRATION, OR ARISE OUT OF OR ARE BASED UPON THE OMISSION OR ALLEGED OMISSION
TO STATE THEREIN A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING (IN THE CASE OF THE PROSPECTUS OR PRELIMINARY PROSPECTUS, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE), BUT IN EACH CASE ONLY TO THE
EXTENT THAT THE UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR
ALLEGED OMISSION WAS MADE IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN
INFORMATION PERTAINING TO SUCH REGISTERING PARTY AND FURNISHED TO HOLDINGS BY OR
ON BEHALF OF SUCH REGISTERING PARTY SPECIFICALLY FOR INCLUSION THEREIN; AND,
SUBJECT TO THE LIMITATION SET FORTH IMMEDIATELY PRECEDING THIS CLAUSE, SHALL
REIMBURSE, AS INCURRED, HOLDINGS FOR ANY LEGAL OR OTHER EXPENSES REASONABLY
INCURRED BY HOLDINGS OR ANY SUCH CONTROLLING PERSON IN CONNECTION WITH
INVESTIGATING OR DEFENDING ANY LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION IN
RESPECT THEREOF.
THIS INDEMNITY AGREEMENT WILL BE IN ADDITION TO ANY LIABILITY
WHICH SUCH REGISTERING PARTY MAY OTHERWISE HAVE TO HOLDINGS