Common use of Concerning the Agent Clause in Contracts

Concerning the Agent. (a) The Company agrees to pay to the Agent compensation in the amount of $_____________ for all services rendered by it hereunder and, from time to time, on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The Company also agrees to indemnify the Agent for, and to hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on the part of the Agent for anything done or omitted by the Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided the Company with notice of any such claim promptly after such claim became known to the Agent, and provided further that the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from the Agent. If the Company assumes the defense of any such claim, the Agent shall be entitled to participate in (but not control) the defense of any such claim at its own expense. The Company shall not indemnify the Agent with respect to any claim or action settled without its consent, which consent shall not be unreasonably withheld. (b) The Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Subscription Certificate, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice direction, consent, certificate, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged by the proper person or persons.

Concerning the Agent. (ai) The Company agrees to pay Agent has been appointed as administrative agent and collateral agent pursuant to the Agent compensation in the amount of $_____________ for all services rendered by it hereunder and, from time to time, on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and deliveryCredit Agreement. The Company also agrees to indemnify the Agent for, and to hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on the part actions of the Agent for anything done or omitted by the Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided the Company with notice of any such claim promptly after such claim became known hereunder are subject to the Agent, and provided further that provisions of the Company Credit Agreement. The Agent shall have the right hereunder to assume make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the defense release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such claim upon receipt agents or attorneys-in-fact except to the extent that a court of written notice thereof competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. If . (ii) The Agent shall be deemed to have exercised reasonable care in the Company assumes custody and preservation of the defense Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such claimmatters, the or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to participate in (but not control) the defense of any such claim at its own expense. The Company shall not indemnify the Agent with respect to any claim or action settled without its consent, which consent shall not be unreasonably withheld. (b) The Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance rely upon any Subscription Certificatewritten notice, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice direction, consentstatement, certificate, statement order or other paper document or document reasonably any telephone message believed by it to be genuine and correct and to be have been signed, executed and, where necessary, verified sent or acknowledged made by the proper person Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or personsinstrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (ai) The Company agrees to pay to the Agent compensation in the amount of $_____________ Except for all services rendered by it hereunder andits willful misconduct, from time to time, on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The Company also agrees to indemnify the Agent for, and to hold it harmless against, any loss, liability, or expense incurred without gross negligence or bad faith on the part of the Agent for anything done or omitted by the Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided the Company with notice of any such claim promptly after such claim became known to the Agent, and provided further that the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from the Agent. If the Company assumes the defense of any such claimfaith, the Agent may conclusively rely on and shall be entitled fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to participate it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. In no event shall the Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not control) the defense of any such claim at its own expense. The Company shall not indemnify the Agent with respect limited to any claim or action settled without its consent, which consent shall not be unreasonably withheldlost profits). (bii) The Agent may consult counsel satisfactory to it and the advice or opinion of such counsel shall be protected full and shall incur no liability for or complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, gross negligence or bad faith. (iv) The Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Loans or the Obligor Loan Documents, and will not be required to and will not make any representations as to the validity or value of any of the Loans. The Agent shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with its administration of an indemnity reasonably satisfactory to it. (v) The Agent shall have no duties or responsibilities under this Agreement except such duties and responsibilities as are specifically set forth in reliance upon this Agreement and no covenants or obligations shall be implied in this Agreement against the Agent. (vi) The Agent shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Agent is not guaranteeing performance of or assuming any Subscription Certificate, instrument liability for the obligations of assignment the other parties hereto or transfer, power of attorney, endorsement, affidavit, letter, notice direction, consent, certificate, statement or other paper or document reasonably believed by it any parties to be genuine and to be signed, executed and, where necessary, verified or acknowledged by the proper person or personsTransferred Loans.

Concerning the Agent. (a) The Company agrees to pay to the Agent compensation in the amount of $_____________ for all services rendered by it hereunder andAgent: A. Shall have no duties or obligations other than those set forth herein, from time to time, including those described under “Included Services” on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The Company also agrees to indemnify the Agent forExhibit A, and to hold it harmless against, any loss, liability, no duties or expense incurred without negligence or bad faith on the part of the Agent for anything done or omitted by the Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided the Company with notice of any such claim promptly after such claim became known to the Agent, and provided further that the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from the Agent. If the Company assumes the defense of any such claim, the Agent obligations shall be entitled inferred or implied, nor shall Agent be obligated nor expected to participate in (but not control) the defense of any such claim at its own expense. The Company shall not indemnify the Agent with respect to any claim or action settled without its consent, which consent shall not be unreasonably withheld.perform those services described under “Non-Included Services” on Exhibit A; (b) The Agent B. May rely on and shall be protected authorized and shall incur no liability for or held harmless in respect of any action taken, suffered or omitted to be taken by it Agent in connection with its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Subscription Certificatecertificate, instrument of assignment or transferinstrument, opinion, notice, letter, affidavit, power of attorney, endorsement, affidavitconsent, letter, notice direction, consenttelegram, certificatetelex, statement facsimile transmission, email, electronic transmission or other paper or document reasonably or security delivered to you and believed by it you to be genuine and to be signedhave been signed or transmitted, executed and, where necessary, verified or acknowledged by the proper person party or personsparties; C. may rely on and shall be authorized and protected in acting or failing to act upon any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; X. Xxx rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to any matter relating to its acting as Agent; X. Xxx consult with counsel reasonably satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; X. Xxxxx make the final determination as to whether or not a rights certificate received by Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its determination; G. Shall not be obligated to take any action hereunder which might, in its reasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; H. shall not be required to perform any action if such action would cause Agent to violate any applicable law, regulation or court order; I. shall not be deemed to have any knowledge of any event which it was supposed to receive notice thereof hereunder, and Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing; J. shall not have any liability for or be under any responsibility in respect of any breach by the Company of any covenant or condition contained in this Agreement; X. Xxxxx not be liable or responsible for any recital or statement contained in any Offering Document or any other documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; and L. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances and remuneration to the Agent therefor, will be established in a mutual agreement between Agent and the Company, which will become a part of this Agreement.

Concerning the Agent. (a) The Agent: A. Shall have no duties or obligations other than those set forth herein, including those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall Agent be obligated nor expected to perform those services described under “Non-Included Services” on Exhibit A; B. May rely on, and shall be held harmless by, the Company agrees in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram electronic mail or other document, or any security delivered to pay to the Agent compensation in the amount of $_____________ for all services rendered it, and reasonably believed by it hereunder and, from time to time, on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The Company also agrees to indemnify the Agent for, be genuine and to hold it harmless against, any loss, liability, have been made or expense incurred without negligence or bad faith on the part of the Agent for anything done or omitted signed by the Agent in connection with the acceptance proper party or parties; C. May rely on and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided be held harmless by the Company with notice of any such claim promptly after such claim became known to the Agent, and provided further that in acting upon written or oral instructions from the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from the Agent. If the Company assumes the defense of any such claim, the Agent shall be entitled to participate in (but not control) the defense of any such claim at its own expense. The Company shall not indemnify the Agent with respect to any claim or action settled without matter relating to its consent, which consent shall not be unreasonably withheld.acting as Agent; D. May consult with counsel reasonably satisfactory to it (bincluding counsel for the Company) The Agent and shall be protected and shall incur no liability for held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in connection good faith and in accordance with such advice or opinion of such counsel; E. Shall make the final determination as to whether or not a rights certificate received by Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its administration determination; F. Shall not be obligated to take any action hereunder which might, in its reasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; G. Shall not be liable or responsible for any recital or statement contained in any Offering Document or any other documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; and H. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances and remuneration to Agent therefor, will be established in a mutual agreement between Agent and the Company, which will become a part of this Agreement in reliance upon any Subscription Certificate, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice direction, consent, certificate, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged by the proper person or personsAgreement.

Concerning the Agent. (a) The Company agrees to pay to Agent: A. Shall have no duties or obligations other than those set forth herein, including those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall the Agent compensation be obligated nor expected to perform those services described under “Non-Included Services” on Exhibit A; B. May rely on, and shall be held harmless by, the Company in the amount of $_____________ for all services rendered acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram electronic mail or other document, or any security delivered to it, and reasonably believed by it hereunder and, from time to time, on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The Company also agrees to indemnify the Agent for, be genuine and to hold it harmless against, any loss, liability, have been made or expense incurred without negligence or bad faith on the part of the Agent for anything done or omitted signed by the Agent in connection with the acceptance proper party or parties; C. May rely on and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided be held harmless by the Company with notice of any such claim promptly after such claim became known to the Agent, and provided further that in acting upon written or oral instructions from the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from the Agent. If the Company assumes the defense of any such claim, the Agent shall be entitled to participate in (but not control) the defense of any such claim at its own expense. The Company shall not indemnify the Agent with respect to any claim or action settled without matter relating to its consent, which consent shall not be unreasonably withheld.acting as the Agent; D. May consult with counsel reasonably satisfactory to it (bincluding counsel for the Company) The Agent and shall be protected and shall incur no liability for held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in connection good faith and in accordance with such advice or opinion of such counsel; E. Shall make the final determination as to whether or not a rights certificate received by the Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and the Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in accordance with its administration determination; F. Shall not be obligated to take any action hereunder which might, in its reasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; G. Shall not be liable or responsible for any recital or statement contained in any Offering Document or any other documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; and H. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide the Agent with a final list of talking points for dealing with anticipated questions from stockholders and transferees of Subscription Rights. It is understood and agreed that the Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by the Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by the Agent under such circumstances and remuneration to the Agent therefor, will be established in a mutual agreement between the Agent and the Company, which will become a part of this Agreement in reliance upon any Subscription Certificate, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice direction, consent, certificate, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged by the proper person or personsAgreement.

Concerning the Agent. (a) The Company agrees to pay to the Agent compensation in the amount of $_____________ for all services rendered by it hereunder and, from time to time, on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The Company also agrees to indemnify the Agent for, and to hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on the part of the Agent for anything done or omitted by the Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided the Company with notice of any such claim promptly after such claim became known to the Agent, and provided further that the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from the Agent. If the Company assumes the defense of any such claim, the Agent shall be entitled to participate in (but not controli) the defense of any such claim at its own expense. The Company shall not indemnify the Agent with respect to any claim or action settled without its consent, which consent shall not be unreasonably withheld. obligated to take any legal or other action hereunder (bother than pursuant to its obligation to perform the ordinary administrative services expressly provided herein) The Agent which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall incur have no liability for responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (iii) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in connection good faith and in accordance with its administration the opinion or advice of such counsel. (b) The Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Agent's gross negligence or willful misconduct in breach of the terms of this Agreement in reliance upon any Subscription CertificateAgreement. In no event shall the Agent be liable for indirect, instrument punitive, special or consequential damage or loss whatsoever, even if the Agent has been informed of assignment the likelihood of such loss or transfer, power damage and regardless of attorney, endorsement, affidavit, letter, notice direction, consent, certificate, statement the form of action. (c) In the event that the Provider fails to deposit or other paper or document reasonably believed by it cause to be genuine and deposited the aggregate Certificate Purchase Price for the Purchasable Certificates with the Agent pursuant to Section 6, or otherwise fails to perform any of its obligations hereunder, the Agent shall have no obligation to pursue any legal remedies with respect thereto on behalf of the holders of the Purchasable Certificates; the pursuit of any such legal remedies shall be signedthe sole responsibility of the holders of the Purchasable Certificates. (d) In the event that any holder of a Purchasable Certificate fails, executed andpursuant to Section 4, where necessaryto instruct the applicable Clearing Agency to transfer the beneficial ownership interest in such Certificate or to surrender such Certificate to the Certificate Registrar, verified as applicable, the Agent shall have no obligation to pursue any legal remedies with respect thereto on behalf of the Provider; the pursuit of any such legal remedies shall be the sole responsibility of the Provider. (e) The Trustee (in its capacity as Trustee) shall not have any obligation whatsoever to pay the Certificate Purchase Price to the holders of the Purchasable Certificates or acknowledged by to cause the proper person or personstransfer of the Purchasable Certificates to the Provider.

Concerning the Agent. (a) 1. The Company agrees to pay to the Agent compensation shall not be liable and shall be fully protected in the amount of $_____________ for all services rendered acting upon any oral instruction, writing or document reasonably believed by it hereunder and, from time to time, on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The Company also agrees to indemnify the Agent for, be genuine and to hold it harmless againsthave been given, any loss, liability, signed or expense incurred without negligence or bad faith on the part of the Agent for anything done or omitted made by the Agent in connection with the acceptance proper person or persons and administration of this Agreement, including the costs and expenses of defending against shall not be held to have any claim of liability in the premises, provided that the Agent shall have provided the Company with notice of any such claim promptly after such claim became known to the Agent, and provided further that the Company shall have the right to assume the defense change of authority of any such claim upon person until receipt of written notice thereof from an Officer of the Customer. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the duly authorized Officer or Officers of the Customer and the proper countersignature of the Agent. 2. If The Agent may establish such additional procedures, rules and regulations governing the Company assumes transfer or registration of Share certificates as it may deem advisable and consistent with such rules and regulations generally adopted by Agent transfer agents. 3. The Agent may keep such records as it deems advisable but not inconsistent with resolutions adopted by the defense Board of Directors of the Customer. The Agent may deliver to the Customer from time to time at its discretion, for safekeeping or disposition by the Customer in accordance with law, such records, papers, Share certificates which have been cancelled in transfer or exchange and other documents accumulated in the execution of its duties hereunder as the Agent may deem expedient, other than those which the Agent is itself required to maintain pursuant to applicable laws and regulations, and the Customer shall assume all responsibility for any failure thereafter to produce any record, paper, cancelled Share certificate or other document so returned, if and when required. The records maintained by the Agent pursuant to this paragraph which have not been previously delivered to the Customer pursuant to the foregoing provisions of this paragraph shall be considered to be the property of the Customer, shall be made available upon request for inspection by the Officers, employees and auditors of the Customer, and shall be delivered to the Customer upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Agent on such claimdate of termination or such earlier date as may be requested by the Customer. 4. The Agent may employ agents or attorneys-in-fact at the expense of the Customer, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact, so long as the Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact. 5. The Agent shall only be liable for any loss or damage arising out of its own negligence or willful misconduct; provided, however, that the Agent shall not be entitled to participate in (but not control) the defense of liable for any such claim at its own expenseindirect, special, punitive or consequential damages. 6. The Company Customer shall not indemnify and hold harmless the Agent from and against any and all claims (whether with respect to any claim or action settled without its consentbasis in fact or law), costs, demands, expenses and liabilities, including reasonable attorney’s fees, which consent shall not the Agent may sustain or incur or which may be unreasonably withheld. (b) asserted against the Agent except for any liability which the Agent has assumed pursuant to the immediately preceding section. The Agent shall be protected deemed not to have acted with negligence and shall incur no liability for not to have engaged in willful misconduct by reason of or in respect as a result of any action taken, suffered taken or omitted to be taken by it in connection with the Agent without its administration of this Agreement own negligence or willful misconduct in reliance upon (i) any Subscription Certificateprovision of this Agreement, instrument of assignment (ii) any instrument, order or transfer, power of attorney, endorsement, affidavit, letter, notice direction, consent, certificate, statement or other paper or document Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed andby any duly authorized Officer of the Customer, where necessary(iii) any Certificate or other instructions of an Officer, verified (iv) any opinion of legal counsel for the Customer or acknowledged the Agent, or (v) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. Nothing contained herein shall limit or in any way impair the right of the Agent to indemnification under any other provision of this Agreement. 7. Specifically, but not by way of limitation, the Customer shall indemnify and hold harmless the Agent from and against any and all claims (whether with or without basis in fact or law), costs, demands, expenses and liabilities, including reasonable attorney’s fees, of any and every nature which the Agent may sustain or incur or which may be asserted against the Agent in connection with the genuineness of a Share certificate, the Agent’s due authorization by the proper Customer to issue Shares and the form and amount of authorized Shares. 8. The Agent shall not incur any liability hereunder if by reason of any act of God or war or other circumstances beyond its control, it, or its employees, officers or directors shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Agreement it is provided shall be done or performed or by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Agreement it is provided shall or may be done or performed. 9. In connection with the provision of services under this Agreement, the Customer may direct the Agent to release information, including non - public personal information (“NPPI”), as defined in Title V of the Gramm Xxxxx Xxxxxx Act and the regulations issued thereunder, including but not limited to Regulation P of the Board of Governors of the Federal Reserve, to agents or other third party service providers, including, without limitation, broker/dealers, custodians, and depositories. In addition to the foregoing, Customer consents to the release of information, including NPPI, to one or more providers of escheatment services for the purpose of escheatment of unclaimed funds in accordance with the laws of the various states. The Agent shall not incur any liability for the release of information in accordance with the foregoing provisions; and to the extent the Agent incurs any liability as a result of such release of information, the Customer shall indemnify and hold the Agent harmless in accordance with Article VIII, Section 6, it being understood that the release of such information shall not constitute negligence or willful misconduct. 10. At any time the Agent may apply to an Officer of the Customer for written instructions with respect to any matter arising in connection with the Agent’s duties and obligations under this Agreement, and the Agent shall not be liable for any action taken or omitted to be taken by the Agent in good faith in accordance with such instructions. Such application by the Agent for instructions from an Officer of the Customer may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted to be taken by the Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Agent shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Agent has received written instructions in response to such application specifying the action to be taken or omitted. The Agent may consult counsel to the Customer or its own counsel, at the expense of the Customer, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel. 11. When mail is used for delivery of non-negotiable Share certificates, the value of which does not exceed the limits of the Agent’s Mail Insurance coverage, the Agent shall send such non-negotiable Share certificates by first class mail, and such deliveries will be covered while in transit. Non-negotiable Share certificates, the value of which exceed the limits of the Agent’s Mail Insurance policy, will be sent by registered courier and will be covered by either the Agent’s Mail Insurance policy or the Blanket Bond while in transit. Negotiable Share certificates will be sent by insured registered mail. The Agent shall advise the Customer of any Share certificates returned as undeliverable after being mailed as herein provided for. 12. The Agent may issue new Share certificates in place of Share certificates represented to have been lost, stolen or destroyed upon receiving instructions in writing from an Officer and indemnity satisfactory to the Agent. Such instructions from the Customer shall be in such form as approved by the Board of Directors of the Customer in accordance with applicable law or the By-Laws of the Customer governing such matters. If the Agent receives written notification from the owner of the lost, stolen or destroyed Share certificate within a reasonable time after he has notice of it, the Agent shall promptly notify the Customer and shall act pursuant to written instructions signed by an Officer. If the Customer receives such written notification from the owner of the lost, stolen or destroyed Share certificate within a reasonable time after he has notice of it, the Customer shall promptly notify the Agent and the Agent shall act pursuant to written instructions signed by an Officer. The Agent shall not be liable for any act done or omitted by it pursuant to the written instructions described herein. The Agent may issue new Share certificates in exchange for, and upon surrender of, mutilated Share certificates. 13. The Agent will issue and mail subscription warrants for Shares, Shares representing stock dividends, exchanges or splits, or act as conversion agent upon receiving written instructions from an Officer and such other documents as the Agent may deem necessary. 14. The Agent will supply shareholder lists to the Customer from time to time upon receiving a request therefor from an Officer of the Customer. 15. In case of any requests or demands for the inspection of the shareholder records of the Customer, the Agent will notify the Customer and endeavor to secure instructions from an Officer as to such inspection. The Agent reserves the right, however, to exhibit the shareholder records to any person whenever it is advised by its counsel that there is a reasonable likelihood that the Agent will be held liable for the failure to exhibit the shareholder records to such person. 16. At the request of an Officer, the Agent will address and mail such appropriate notices to shareholders as the Customer may direct. 17. Notwithstanding any provisions of this Agreement to the contrary, the Agent shall be under no duty or personsobligation to inquire into, and shall not be liable for: (a) The legality of the issue, sale or transfer of any Shares, the sufficiency of the amount to be received in connection therewith, or the authority of the Customer to request such issuance, sale or transfer; (b) The legality of the purchase of any Shares, the sufficiency of the amount to be paid in connection therewith, or the authority of the Customer to request such purchase; (c) The legality of the declaration of any dividend by the Customer, or the legality of the issue of any Shares in payment of any stock dividend; or (d) The legality of any recapitalization or readjustment of the Shares. 18. The Agent shall be entitled to receive and the Customer hereby agrees to pay to the Agent for its performance hereunder (i) Other Services expenses (as defined in Schedule I) (including legal expenses and attorney’s fees) incurred in connection with this Agreement and its performance hereunder, and (ii) the compensation for services as set forth in Schedule I. 19. The Agent shall not be responsible for any money, whether or not represented by any check, draft or other instrument for the payment of money, received by it on behalf of the Customer, until the Agent actually receives and collects such funds. 20. The Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against the Agent in connection with this Agreement.

Concerning the Agent. (a) The Company agrees to pay to Agent: A. Shall have no duties or obligations other than those set forth herein, including those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall the Agent compensation be obligated nor expected to perform those services described under “Non-Included Services” on Exhibit A; B. May rely on, and shall be held harmless by, the Company in the amount of $_____________ for all services rendered acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram electronic mail or other document, or any security delivered to it, and reasonably believed by it hereunder and, from time to time, on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The Company also agrees to indemnify the Agent for, be genuine and to hold it harmless against, any loss, liability, have been made or expense incurred without negligence or bad faith on the part of the Agent for anything done or omitted signed by the Agent in connection with the acceptance proper party or parties; C. May rely on and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided be held harmless by the Company with notice of any such claim promptly after such claim became known to the Agent, and provided further that in acting upon written or oral instructions from the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from the Agent. If the Company assumes the defense of any such claim, the Agent shall be entitled to participate in (but not control) the defense of any such claim at its own expense. The Company shall not indemnify the Agent with respect to any claim or action settled without matter relating to its consent, which consent shall not be unreasonably withheld.acting as the Agent; D. May consult with counsel reasonably satisfactory to it (bincluding counsel for the Company) The Agent and shall be protected and shall incur no liability for held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in connection good faith and in accordance with such advice or opinion of such counsel; E. Shall make the final determination as to whether or not a rights certificate received by the Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and the Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in accordance with its administration determination; F. Shall not be obligated to take any action hereunder which might, in its reasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; G. Shall not be liable or responsible for any recital or statement contained in any Offering Document or any other documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; H. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law; and I. Shall at all times act in good faith and agrees to use its commercially reasonable efforts within reasonable time limits to insure the accuracy and timeliness of all services performed hereunder. No later than the first business day after the Mailing, the Company will provide the Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is understood and agreed that the Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by the Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by the Agent under such circumstances and remuneration to the Agent therefor, will be established in a mutual agreement between the Agent and the Company, which will become a part of this Agreement in reliance upon any Subscription Certificate, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice direction, consent, certificate, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged by the proper person or personsAgreement.

Concerning the Agent. (a) The Agent: A. Shall have no duties or obligations other than those set forth herein, including those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall Agent be obligated nor expected to perform those services described under “Non-Included Services” on Exhibit A; B. May rely on, and shall be held harmless by, the Company agrees in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram electronic mail or other document, or any security delivered to pay to the Agent compensation in the amount of $_____________ for all services rendered it, and reasonably believed by it hereunder and, from time to time, on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The Company also agrees to indemnify the Agent for, be genuine and to hold it harmless against, any loss, liability, have been made or expense incurred without negligence or bad faith on the part of the Agent for anything done or omitted signed by the Agent in connection with the acceptance proper party or parties; C. May rely on and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided be held harmless by the Company with notice of any such claim promptly after such claim became known to the Agent, and provided further that in acting upon written or oral instructions from the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from the Agent. If the Company assumes the defense of any such claim, the Agent shall be entitled to participate in (but not control) the defense of any such claim at its own expense. The Company shall not indemnify the Agent with respect to any claim or action settled without matter relating to its consent, which consent shall not be unreasonably withheld.acting as Agent; D. May consult with counsel reasonably satisfactory to it (bincluding counsel for the Company) The Agent and shall be protected and shall incur no liability for held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in connection good faith and in accordance with such advice or opinion of such counsel; E. Shall make the final determination as to whether or not a rights certificate received by Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its administration determination; F. Shall not be obligated to take any action hereunder which might, in its reasonable judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; G. Shall not be liable or responsible for any recital or statement contained in any Offering Document or any other documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; and H. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Rights Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by Agent in the case where the conditions of the Rights Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances and remuneration to Agent therefor, will be established in a mutual agreement between Agent and the Company, which will become a part of this Agreement in reliance upon any Subscription Certificate, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice direction, consent, certificate, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged by the proper person or personsAgreement.

Concerning the Agent. (a) The Company agrees to pay to the Agent compensation in the amount of $_____________ for all services rendered by it hereunder andAgent: A. Shall have no duties or obligations other than those set forth herein, from time to time, including those described under “Included Services” on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The Company also agrees to indemnify the Agent forExhibit A, and to hold it harmless against, any loss, liability, no duties or expense incurred without negligence or bad faith on the part of the Agent for anything done or omitted by the Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided the Company with notice of any such claim promptly after such claim became known to the Agent, and provided further that the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from the Agent. If the Company assumes the defense of any such claim, the Agent obligations shall be entitled inferred or implied, nor shall Agent be obligated nor expected to participate in (but not control) the defense of any such claim at its own expense. The Company shall not indemnify the Agent with respect to any claim or action settled without its consent, which consent shall not be unreasonably withheld.perform those services described under “Non-Included Services” on Exhibit A; (b) The Agent B. May rely on and shall be protected authorized and shall incur no liability for or held harmless in respect of any action taken, suffered or omitted to be taken by it Agent in connection with its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Subscription Certificatecertificate, instrument of assignment or transferinstrument, opinion, notice, letter, affidavit, power of attorney, endorsement, affidavitconsent, letter, notice direction, consenttelegram, certificatetelex, statement facsimile transmission, email, electronic transmission or other paper or document reasonably or security delivered to you and believed by it you to be genuine and to be signedhave been signed or transmitted, executed and, where necessary, verified or acknowledged by the proper person party or personsparties; C. may rely on and shall be authorized and protected in acting or failing to act upon any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; D. May rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to any matter relating to its acting as Agent; E. May consult with counsel reasonably satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; F. Shall make the final determination as to whether or not a rights certificate received by Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its determination; G. Shall not be obligated to take any action hereunder which might, in its reasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; H. shall not be required to perform any action if such action would cause Agent to violate any applicable law, regulation or court order; I. shall not be deemed to have any knowledge of any event which it was supposed to receive notice thereof hereunder, and Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing; J. shall not have any liability for or be under any responsibility in respect of any breach by the Company of any covenant or condition contained in this Agreement; K. Shall not be liable or responsible for any recital or statement contained in any Offering Document or any other documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; and L. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances and remuneration to the Agent therefor, will be established in a mutual agreement between Agent and the Company, which will become a part of this Agreement.