the Prospectus otherwise meets the requirements of the
Securities Act.
(B)
IN LIGHT OF THE ABOVE, AND NOTWITHSTANDING THE OTHER PROVISIONS OF
THIS AGREEMENT, THE COMPANY AND THE GUARANTORS AGREE TO AMEND OR SUPPLEMENT THE
PROSPECTUS CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT FOR A PERIOD
OF UP TO 180 DAYS AFTER THE LAST EXCHANGE DATE (AS SUCH PERIOD MAY BE EXTENDED
PURSUANT TO SECTION 3(D) OF THIS AGREEMENT), IN ORDER TO EXPEDITE OR FACILITATE
THE DISPOSITION OF ANY EXCHANGE SECURITIES BY PARTICIPATING BROKER-DEALERS
CONSISTENT WITH THE POSITIONS OF THE STAFF RECITED IN SECTION 4(A) ABOVE. THE
COMPANY AND THE GUARANTORS FURTHER AGREE THAT PARTICIPATING BROKER-DEALERS SHALL
BE AUTHORIZED TO DELIVER SUCH PROSPECTUS (OR, TO THE EXTENT PERMITTED BY LAW,
MAKE AVAILABLE) DURING SUCH PERIOD IN CONNECTION WITH THE RESALES CONTEMPLATED
BY THIS SECTION 4.
15
(C)
THE INITIAL PURCHASERS SHALL HAVE NO LIABILITY TO THE COMPANY, ANY
GUARANTOR OR ANY HOLDER WITH RESPECT TO ANY REQUEST THAT THEY MAY MAKE PURSUANT
TO SECTION 4(B) ABOVE.
5.
INDEMNIFICATION AND CONTRIBUTION. (A) THE COMPANY AND EACH
GUARANTOR, JOINTLY AND SEVERALLY, AGREE TO INDEMNIFY AND HOLD HARMLESS EACH
INITIAL PURCHASER AND EACH HOLDER, THEIR RESPECTIVE AFFILIATES, DIRECTORS AND
OFFICERS AND EACH PERSON, IF ANY, WHO CONTROLS ANY INITIAL PURCHASER OR ANY
HOLDER WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF
THE EXCHANGE ACT, FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES AND
LIABILITIES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND OTHER EXPENSES
REASONABLY INCURRED IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING OR ANY
CLAIM ASSERTED, AS SUCH FEES AND EXPENSES ARE INCURRED), JOINT OR SEVERAL, THAT
ARISE OUT OF, OR ARE BASED UPON, (1) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT OR ANY
OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING, OR (2) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A
MATERIAL FACT CONTAINED IN ANY PROSPECTUS, ANY FREE WRITING PROSPECTUS USED IN
VIOLATION OF THIS AGREEMENT OR ANY "ISSUER INFORMATION" ("ISSUER INFORMATION")
FILED OR REQUIRED TO BE FILED PURSUANT TO RULE 433(D) UNDER THE SECURITIES ACT,
OR ANY OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT NECESSARY
IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING, IN EACH CASE EXCEPT INSOFAR AS SUCH
LOSSES, CLAIMS, DAMAGES OR LIABILITIES ARISE OUT OF, OR ARE BASED UPON, ANY
UNTRUE STATEMENT OR OMISSION OR ALLEGED UNTRUE STATEMENT OR OMISSION MADE IN
RELIANCE UPON AND IN CONFORMITY WITH ANY INFORMATION RELATING TO ANY INITIAL
PURCHASER OR INFORMATION RELATING TO ANY HOLDER FURNISHED TO THE COMPANY IN
WRITING THROUGH JPMORGAN OR ANY SELLING HOLDER, RESPECTIVELY, EXPRESSLY FOR USE
THEREIN; PROVIDED, THAT THE FOREGOING INDEMNITY AGREEMENT SHALL NOT INURE TO THE
BENEFIT OF ANY HOLDER, OR AFFILIATE OF OR PERSON CONTROLLING SUCH HOLDER, WITH
RESPECT TO ANY SALE