CLAIM AS TO WHICH INDEMNITY
MAY BE SOUGHT, AND SHALL PERMIT THE INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF
ANY SUCH CLAIM OR ANY LITIGATION RESULTING THEREFROM, PROVIDED THAT COUNSEL FOR
THE INDEMNIFYING PARTY, WHO SHALL CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ANY
LITIGATION, SHALL BE APPROVED BY THE INDEMNIFIED PARTY (WHOSE APPROVAL SHALL NOT
UNREASONABLY BE WITHHELD OR DELAYED), AND THE INDEMNIFIED PARTY MAY PARTICIPATE
IN SUCH DEFENSE AT SUCH INDEMNIFIED PARTY'S EXPENSE, AND PROVIDED FURTHER THAT
THE FAILURE OF ANY INDEMNIFIED PARTY TO GIVE NOTICE AS PROVIDED HEREIN SHALL NOT
RELIEVE THE INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THIS SECTION 7 UNLESS
THE FAILURE TO GIVE SUCH NOTICE IS MATERIALLY PREJUDICIAL TO AN INDEMNIFYING
PARTY'S ABILITY TO DEFEND SUCH ACTION AND PROVIDED FURTHER, THAT THE
INDEMNIFYING PARTY SHALL NOT ASSUME THE DEFENSE FOR MATTERS AS TO WHICH THERE IS
A CONFLICT OF INTEREST OR SEPARATE AND DIFFERENT DEFENSES.
NO INDEMNIFYING
PARTY, IN THE DEFENSE OF ANY SUCH CLAIM OR LITIGATION, SHALL, EXCEPT WITH THE
CONSENT OF EACH INDEMNIFIED PARTY, CONSENT TO ENTRY OF ANY JUDGMENT OR ENTER
INTO ANY SETTLEMENT WHICH DOES NOT INCLUDE AS AN UNCONDITIONAL TERM THEREOF THE
GIVING BY THE CLAIMANT OR PLAINTIFF TO SUCH INDEMNIFIED PARTY OF A RELEASE FROM
ALL LIABILITY IN RESPECT TO SUCH CLAIM OR LITIGATION.
11
7.6
INFORMATION BY HOLDER.
THE HOLDER OF
REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION SHALL FURNISH TO THE COMPANY
SUCH INFORMATION REGARDING SUCH HOLDER, THE REGISTRABLE SECURITIES HELD BY THEM
AND THE DISTRIBUTION PROPOSED BY SUCH HOLDER AS THE COMPANY MAY REQUEST IN
WRITING AND AS SHALL BE REQUIRED IN CONNECTION WITH THE REGISTRATION REFERRED TO
IN THIS SECTION 7.
7.7
RULE 144 REPORTING.
WITH A VIEW TO MAKING
AVAILABLE THE BENEFITS OF CERTAIN RULES AND REGULATIONS OF THE COMMISSION THAT
MAY AT ANY TIME PERMIT THE SALE OF THE RESTRICTED SECURITIES TO THE PUBLIC
WITHOUT REGISTRATION, THE COMPANY AGREES TO USE ITS COMMERCIALLY REASONABLE
EFFORTS TO:
(A)
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE,
AS THOSE TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144 UNDER THE SECURITIES ACT,
AT ALL TIMES;
(B)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO
FILE WITH THE COMMISSION IN A TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS
REQUIRED OF THE COMPANY UNDER THE SECURITIES ACT AND THE EXCHANGE ACT; AND
(C)
SO LONG AS A HOLDER OWNS ANY RESTRICTED
SECURITIES TO FURNISH TO THE HOLDER FORTHWITH UPON REQUEST A WRITTEN STATEMENT
BY THE COMPANY AS TO ITS COMPLIANCE WITH THE REPORTING REQUIREMENTS OF SAID
RULE 144, AND OF THE SECURITIES ACT AND THE EXCHANGE ACT, A COPY OF THE MOST
RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY, AND SUCH OTHER REPORTS AND
DOCUMENTS OF THE COMPANY AND OTHER INFORMATION IN THE POSSESSION OF OR
REASONABLY OBTAINABLE BY THE COMPANY AS THE HOLDER MAY REASONABLY REQUEST IN
AVAILING ITSELF OF ANY RULE OR REGULATION OF THE COMMISSION ALLOWING THE HOLDER
TO SELL ANY SUCH SECURITIES WITHOUT REGISTRATION.
7.8
TERMINATION OF REGISTRATION RIGHTS.
THE
REGISTRATION RIGHTS GRANTED PURSUANT TO