THEIR COUNSEL WITH A LETTER OF DELOITTE & TOUCHE
LLP (OR OTHER INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY OF NATIONALLY
RECOGNIZED STANDING) AND THE INDEPENDENT PUBLIC ACCOUNTANTS FOR ANY ACQUIRED
COMPANY FOR WHICH FINANCIAL STATEMENTS ARE INCLUDED OR INCORPORATED BY REFERENCE
IN THE MARKET-MAKING REGISTRATION STATEMENT IN EACH CASE IN FORM SATISFACTORY TO
THE MARKET-MAKERS, ADDRESSED TO EACH MARKET-MAKER AND DATED THE DATE OF DELIVERY
OF SUCH LETTER, (I) CONFIRMING THAT THEY ARE INDEPENDENT PUBLIC ACCOUNTANTS
WITHIN THE MEANING OF THE SECURITIES ACT AND ARE IN COMPLIANCE WITH THE
APPLICABLE REQUIREMENTS RELATING TO THE QUALIFICATION OF ACCOUNTANTS UNDER RULE
2-01 OF REGULATION S-X OF THE COMMISSION AND (II) IN ALL OTHER RESPECTS,
SUBSTANTIALLY IN THE FORM OF THE LETTER DELIVERED TO THE INITIAL PURCHASERS
PURSUANT TO SECTIONS 6(A) AND 6(F) OF THE PURCHASE AGREEMENT, WITH, IN THE CASE
OF AN AMENDMENT OR SUPPLEMENT TO INCLUDE AUDITED FINANCIAL INFORMATION OR
ACQUIRED COMPANY FINANCIAL STATEMENTS OR INFORMATION, SUCH CHANGES AS MAY BE
NECESSARY TO REFLECT THE AMENDED OR SUPPLEMENTED FINANCIAL INFORMATION OR THE
ACQUIRED COMPANY FINANCIAL STATEMENTS OR INFORMATION.
(H)
THE COMPANY, ON THE ONE HAND, AND EACH MARKET-MAKER, ON THE OTHER HAND,
HEREBY AGREE TO INDEMNIFY EACH OTHER, AND, IF APPLICABLE, CONTRIBUTE TO THE
OTHER, IN ACCORDANCE WITH SECTION 6 OF THIS AGREEMENT.
(I)
THE COMPANY WILL COMPLY WITH THE PROVISIONS OF THIS SECTION 4 AT ITS OWN
EXPENSE AND WILL REIMBURSE EACH MARKET-MAKER FOR ITS EXPENSES ASSOCIATED WITH
THIS SECTION 4 (INCLUDING REASONABLE FEES OF ONE COUNSEL FOR THE MARKET-MAKERS).
(J)
THE AGREEMENTS CONTAINED IN THIS SECTION 4 AND THE REPRESENTATIONS,
WARRANTIES AND AGREEMENTS CONTAINED IN THIS AGREEMENT SHALL SURVIVE ALL OFFERS
AND SALES OF THE INITIAL SECURITIES
14
AND EXCHANGE SECURITIES AND SHALL REMAIN IN FULL FORCE AND EFFECT, REGARDLESS OF
ANY TERMINATION OR CANCELLATION OF THIS AGREEMENT OR ANY INVESTIGATION MADE BY
OR ON BEHALF OF ANY INDEMNIFIED PARTY.
(K)
FOR PURPOSES OF THIS SECTION 4, ANY REFERENCE TO THE TERMS "AMEND",
"AMENDMENT" OR "SUPPLEMENT" WITH RESPECT TO THE MARKET-MAKING REGISTRATION
STATEMENT OR THE PROSPECTUS CONTAINED THEREIN SHALL BE DEEMED TO REFER TO AND
INCLUDE THE FILING UNDER THE EXCHANGE ACT OF ANY DOCUMENT DEEMED TO BE
INCORPORATED THEREIN BY REFERENCE.
5.
REGISTRATION EXPENSES.
(A)
EXCEPT AS SET FORTH IN SECTION 4(B) BELOW, ALL EXPENSES INCIDENT TO THE
COMPANY'S PERFORMANCE OF AND COMPLIANCE WITH THIS AGREEMENT WILL BE BORNE BY THE
COMPANY, REGARDLESS OF WHETHER A REGISTRATION STATEMENT IS EVER FILED OR BECOMES
EFFECTIVE, INCLUDING WITHOUT LIMITATION;
(I)
ALL REGISTRATION AND FILING FEES AND EXPENSES;
(II)
ALL FEES AND EXPENSES OF COMPLIANCE WITH FEDERAL SECURITIES AND STATE
"BLUE SKY" OR SECURITIES LAWS;
(III)
ALL EXPENSES OF PRINTING (INCLUDING PRINTING CERTIFICATES FOR THE
SECURITIES TO BE ISSUED IN THE REGISTERED EXCHANGE OFFER AND THE PRIVATE
EXCHANGE AND PRINTING OF PROSPECTUSES), MESSENGER AND DELIVERY SERVICES AND
TELEPHONE;
(IV)
ALL FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY;
(V)
ALL APPLICATION AND FILING FEES IN CONNECTION WITH LISTING THE EXCHANGE
SECURITIES ON A NATIONAL SECURITIES EXCHANGE OR AUTOMATED QUOTATION SYSTEM