THE TIME OF RECEIPT OF SUCH NOTICE.
7
4.
REGISTRATION EXPENSES.
ALL FEES AND EXPENSES INCIDENT TO
THE PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT BY THE BORROWER SHALL BE
BORNE BY THE BORROWER WHETHER OR NOT ANY REGISTRABLE SECURITIES ARE SOLD
PURSUANT TO A REGISTRATION STATEMENT.
THE FEES AND EXPENSES REFERRED TO IN THE
FOREGOING SENTENCE SHALL INCLUDE, WITHOUT LIMITATION, (I) ALL REGISTRATION AND
FILING FEES (INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES (A) WITH RESPECT
TO FILINGS REQUIRED TO BE MADE WITH ANY TRADING MARKET ON WHICH THE COMMON STOCK
IS THEN LISTED FOR TRADING, AND (B) IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS), (II) PRINTING EXPENSES (INCLUDING, WITHOUT
LIMITATION, EXPENSES OF PRINTING CERTIFICATES FOR REGISTRABLE SECURITIES AND OF
PRINTING PROSPECTUSES IF THE PRINTING OF PROSPECTUSES IS REASONABLY REQUESTED BY
THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES INCLUDED IN THE
REGISTRATION STATEMENT), (III) MESSENGER, TELEPHONE AND DELIVERY EXPENSES, (IV)
FEES AND DISBURSEMENTS OF COUNSEL FOR THE BORROWER AND UP TO $5,000 OF THE FEES
AND DISBURSEMENTS OF SPECIAL COUNSEL FOR EACH REGISTRATION STATEMENT, (V)
SECURITIES ACT LIABILITY INSURANCE, IF THE BORROWER SO DESIRES SUCH INSURANCE,
AND (VI) FEES AND EXPENSES OF ALL OTHER PERSONS RETAINED BY THE BORROWER IN
CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
IN ADDITION, THE BORROWER SHALL BE RESPONSIBLE FOR ALL OF ITS
INTERNAL EXPENSES INCURRED IN CONNECTION WITH THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL
SALARIES AND EXPENSES OF ITS OFFICERS AND EMPLOYEES PERFORMING LEGAL OR
ACCOUNTING DUTIES), THE EXPENSE OF ANY ANNUAL AUDIT AND THE FEES AND EXPENSES
INCURRED IN CONNECTION WITH THE LISTING OF THE REGISTRABLE SECURITIES ON ANY
SECURITIES EXCHANGE AS REQUIRED HEREUNDER.
5.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE BORROWER.
THE BORROWER SHALL,
NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT, INDEMNIFY AND HOLD HARMLESS
EACH HOLDER, THE OFFICERS, DIRECTORS, AGENTS, INVESTMENT ADVISORS AND EMPLOYEES
OF EACH OF THEM, EACH PERSON WHO CONTROLS ANY SUCH HOLDER (WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT) AND THE
OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES OF EACH SUCH CONTROLLING PERSON, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND AGAINST ANY AND ALL
LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS (INCLUDING, WITHOUT LIMITATION,
REASONABLE COSTS OF PREPARATION AND REASONABLE ATTORNEYS' FEES) AND EXPENSES
(COLLECTIVELY, "LOSSES"), AS INCURRED, ARISING OUT OF OR RELATING TO ANY UNTRUE
OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION
STATEMENT, ANY PROSPECTUS OR ANY FORM OF PROSPECTUS OR IN ANY AMENDMENT OR
SUPPLEMENT THERETO OR IN ANY PRELIMINARY PROSPECTUS, OR ARISING OUT OF OR
RELATING TO ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF ANY
PROSPECTUS OR FORM OF PROSPECTUS OR SUPPLEMENT THERETO, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING, EXCEPT TO THE EXTENT,
BUT ONLY TO THE EXTENT, THAT (1) SUCH UNTRUE