SUCH HOLDER'S FAILURE TO DELIVER A
COPY OF THE REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR
SUPPLEMENTS THERETO AFTER THE COMPANY HAS FURNISHED SUCH HOLDER WITH SUCH NUMBER
OF COPIES OF THE SAME AS WAS PREVIOUSLY REQUESTED BY SUCH HOLDER.
IN CONNECTION
WITH AN UNDERWRITTEN OFFERING, THE COMPANY SHALL INDEMNIFY SUCH UNDERWRITERS,
THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND EACH PERSON WHO CONTROLS SUCH
UNDERWRITERS (WITHIN THE MEANING OF THE SECURITIES ACT AND THE SECURITIES
EXCHANGE ACT) TO THE SAME EXTENT AS PROVIDED ABOVE WITH RESPECT TO THE
INDEMNIFICATION OF THE HOLDERS OF REGISTRABLE SECURITIES, BUT THE PROVISIONS OF
THE UNDERWRITING AGREEMENT WITH SUCH UNDERWRITERS, IF DIFFERENT, SHALL GOVERN.
(B)
IN CONNECTION WITH ANY REGISTRATION STATEMENT IN WHICH A HOLDER OF
REGISTRABLE SECURITIES IS PARTICIPATING, EACH SUCH HOLDER SHALL FURNISH TO THE
COMPANY IN WRITING SUCH INFORMATION AND AFFIDAVITS AS THE COMPANY REASONABLY
REQUESTS FOR USE IN CONNECTION WITH ANY SUCH REGISTRATION STATEMENT OR
PROSPECTUS AND, TO THE EXTENT PERMITTED BY LAW, SHALL INDEMNIFY THE COMPANY, ITS
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES AND EACH PERSON WHO CONTROLS
THE COMPANY (WITHIN THE MEANING OF THE SECURITIES ACT AND THE SECURITIES
EXCHANGE ACT) AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES
RESULTING FROM ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF MATERIAL FACT CONTAINED
IN THE REGISTRATION STATEMENT, PROSPECTUS OR PRELIMINARY PROSPECTUS OR ANY
AMENDMENT THEREOF OR SUPPLEMENT THERETO OR ANY OMISSION OR ALLEGED OMISSION OF A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, BUT ONLY TO THE EXTENT THAT SUCH UNTRUE STATEMENT OR
OMISSION IS CONTAINED IN ANY INFORMATION OR AFFIDAVIT SO FURNISHED IN WRITING BY
SUCH HOLDER; PROVIDED THAT THE OBLIGATION TO INDEMNIFY SHALL BE INDIVIDUAL AND
RATABLE, NOT JOINT AND SEVERAL, FOR EACH HOLDER AND SHALL BE LIMITED TO THE NET
AMOUNT OF PROCEEDS RECEIVED BY SUCH HOLDER FROM THE SALE OF REGISTRABLE
SECURITIES PURSUANT TO SUCH REGISTRATION STATEMENT.
(C)
ANY PERSON ENTITLED TO INDEMNIFICATION HEREUNDER SHALL (I) GIVE PROMPT
WRITTEN NOTICE TO THE INDEMNIFYING PARTY OF ANY CLAIM WITH RESPECT TO WHICH IT
SEEKS INDEMNIFICATION (PROVIDED THAT THE FAILURE TO GIVE PROMPT NOTICE SHALL NOT
IMPAIR ANY PERSON'S RIGHT TO INDEMNIFICATION HEREUNDER TO THE EXTENT SUCH
FAILURE HAS NOT PREJUDICED THE INDEMNIFYING PARTY) AND (II) UNLESS IN SUCH
INDEMNIFIED PARTY'S REASONABLE JUDGMENT A CONFLICT OF INTEREST BETWEEN SUCH
INDEMNIFIED AND INDEMNIFYING PARTIES MAY EXIST WITH RESPECT TO SUCH CLAIM,
PERMIT SUCH INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF SUCH CLAIM WITH COUNSEL
REASONABLY SATISFACTORY TO THE INDEMNIFIED PARTY.
IF SUCH DEFENSE IS ASSUMED,
THE INDEMNIFYING PARTY SHALL NOT BE SUBJECT TO ANY LIABILITY FOR ANY SETTLEMENT
MADE BY THE INDEMNIFIED PARTY WITHOUT ITS CONSENT (BUT SUCH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD).
AN INDEMNIFYING PARTY WHO IS NOT ENTITLED TO, OR ELECTS
NOT TO, ASSUME THE DEFENSE OF A CLAIM SHALL NOT BE OBLIGATED TO PAY THE FEES AND
EXPENSES OF MORE THAN ONE COUNSEL FOR ALL PARTIES INDEMNIFIED BY SUCH
INDEMNIFYING PARTY WITH RESPECT TO SUCH CLAIM, UNLESS IN