period as may be requested
pursuant to the foregoing paragraph) in order to facilitate resales.
(C)
THE INITIAL PURCHASERS SHALL HAVE NO
LIABILITY TO THE ISSUER, ANY GUARANTOR OR ANY HOLDER WITH RESPECT TO ANY REQUEST
THAT THEY MAY MAKE PURSUANT TO SECTION 5(B) ABOVE.
6.
Indemnification and Contribution.
(A)
EACH OF THE ISSUERS AND EACH GUARANTOR,
JOINTLY AND SEVERALLY, AGREE TO INDEMNIFY AND HOLD HARMLESS EACH INITIAL
PURCHASER AND EACH HOLDER AND WITH RESPECT TO ANY PROSPECTUS DELIVERY AS
CONTEMPLATED BY SECTION 5, EACH PARTICIPATING BROKER-DEALER, THEIR RESPECTIVE
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS AND EACH PERSON, IF ANY,
WHO CONTROLS ANY INITIAL PURCHASER OR ANY HOLDER WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES
16
ACT OR SECTION 20 OF THE EXCHANGE ACT, FROM AND AGAINST ANY AND ALL LOSSES,
CLAIMS, DAMAGES AND LIABILITIES OR ANY ACTION IN RESPECT THEREOF (INCLUDING, BUT
NOT LIMITED TO, ANY LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION RELATING TO
PURCHASES AND SALES OF SECURITIES AND/OR EXCHANGE SECURITIES AND WITHOUT
LIMITATION, LEGAL FEES AND OTHER EXPENSES INCURRED IN CONNECTION WITH ANY SUIT,
ACTION OR PROCEEDING OR ANY CLAIM ASSERTED, AS SUCH FEES AND EXPENSES ARE
INCURRED), JOINT OR SEVERAL ("LOSSES"), THAT ARISE OUT OF, OR ARE BASED UPON,
(I) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN (A) ANY REGISTRATION STATEMENT OR ANY PROSPECTUS OR (B) ANY BLUE
SKY APPLICATION OR OTHER DOCUMENT PREPARED OR EXECUTED BY THE ISSUERS OR ANY
GUARANTOR (OR BASED UPON ANY WRITTEN INFORMATION FURNISHED BY THE ISSUERS OR ANY
GUARANTOR) SPECIFICALLY FOR THE PURPOSE OF QUALIFYING ANY OR ALL OF THE
TRANSFERRED RESTRICTED SECURITIES OR EXCHANGE SECURITIES UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION (ANY SUCH APPLICATION, DOCUMENT OR
INFORMATION BEING HEREINAFTER CALLED A "BLUE SKY APPLICATION") OR (II) 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, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR
(III) ANY ACT OR FAILURE TO ACT, OR ANY ALLEGED ACT OR FAILURE TO ACT, BY ANY
SUCH INITIAL PURCHASER OR HOLDER IN CONNECTION WITH, OR RELATING IN ANY MANNER
TO, THE TRANSFERRED RESTRICTED SECURITIES OR THE EXCHANGE SECURITIES OR ANY
EXCHANGE OFFER CONTEMPLATED HEREBY, AND WHICH IS INCLUDED AS PART OF OR REFERRED
TO IN ANY LOSSES ARISING OUT OF OR BASED UPON MATTERS COVERED BY CLAUSE (I) OR
(II) ABOVE (PROVIDED THAT THE ISSUERS AND THE GUARANTORS SHALL NOT BE LIABLE IN
THE CASE OF ANY MATTER COVERED BY THIS CLAUSE (III) TO THE EXTENT THAT IT IS
DETERMINED IN A FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION THAT SUCH
LOSSES RESULTED SOLELY FROM ANY SUCH ACT OR FAILURE TO ACT UNDERTAKEN OR OMITTED
TO BE TAKEN BY SUCH INITIAL PURCHASER OR HOLDER, AS THE CASE MAY BE, THROUGH ITS
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), AND SHALL REIMBURSE EACH SUCH INITIAL
PURCHASER OR HOLDER AND EACH SUCH OFFICER,