Common use of Concerning the Rights Agent Clause in Contracts

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services service rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything any thing done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss damage and regardless of the form of action. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, suit, action, proceeding or expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim (whether asserted by the Company, a holder of Rights, or any other Person) of liability which may arise under this Agreementarising therefrom, directly or indirectly. The indemnity provided herein provisions of this Section 18(a) shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall will be protected from and shall will incur no liability or expense for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the evidencing Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. (c) Notwithstanding anything in this Agreement to the contrary, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect, punitive or an Affiliate consequential loss or an Associate damage of an Acquiring Person any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of the loss or damage and any costs and expenses regardless of defending against any claim the form of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Personthe action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of or liability which may arise under this Agreementin connection therewith. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons. Notwithstanding anything in this Agreement to the contrary, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Agreement. In no case shall the Rights Agreement. (b) Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any losslosses, liabilityexpenses, claims, damages or expenseliabilities, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement and performance hereunder, including including, without limitation, the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of arising therefrom, directly or indirectly, and will promptly reimburse the Rights and the termination of this Rights AgreementAgent for any legal or other expenses reasonably incurred in investigating or defending any such loss, expense, claim, damage or liability. (b) The Rights Agent shall be fully indemnified against, shall be protected from by the indemnity provided by this Section 18 and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel attorney fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom. The indemnity provided herein Anything to the contrary notwithstanding, in no event shall survive the expiration Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the Rights and the termination likelihood of this Rights Agreementsuch loss or damage. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the representing Preferred Shares Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it the Rights Agent to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementliability. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. Such indemnity . (c) Notwithstanding anything in this Agreement to the contrary, in no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which In no case will the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect, incidental or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Personkind whatsoever (including but not limited to lost profits), Acquiring Person or Affiliate or Associate even if the Rights Agent has been advised of such Acquiring Personloss or damage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on promptly following demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreementhereunder. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons. Anything in this Agreement to the contrary notwithstanding, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunderhere-under. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct mis-conduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of relating to the Rights and the termination of or this Rights Agreement. (b) The Rights Agent shall be fully indemnified protected against, shall be protected from and shall incur no liability or expense for, for or in respect of of, any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. (c) Anything in this Agreement to the contrary notwithstanding, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred by the Rights Agent in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, obligation, damage or expenseexpense (including reasonable attorneys' fees and other professional services) (collectively, "Losses"), incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense and shall be indemnified for and held harmless against any and all Losses for, or in respect of of, any action taken, suffered or omitted by it in connection with, its administration of this Agreement (i) in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or (ii) otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity Anything in this Agreement to the contrary notwithstanding, in no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and reasonable counsel fees and other reasonable and customary disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder, provided that the incurrence of any such expenses shall be subject to the prior written approval of the Company, which approval shall not be unreasonably withheld. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses (including reasonable attorney's fees) of defending against any claim of liability which may arise under this Agreementin the premises, provided that the Company shall be entitled to control the defense of any such claim and shall not be liable for any settlement entered into without its prior written consent. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Ordinary Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises and reasonable counsel fees and expenses. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The indemnity provided for herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person20.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, delivery, administration, execution and execution any amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive In no event will the expiration Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the Rights and the termination possibility of this Rights Agreementsuch loss or damage. (b) The Rights Agent shall be fully indemnified againstauthorized to rely on, shall be protected from and shall incur no liability or expense 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 Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, 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 Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreementin the premises and reasonable counsel fees and expenses. The indemnity indemnification provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, Persons or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity . (c) Anything in this Agreement to the contrary notwithstanding, in no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder under this Agreement and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunderunder this Agreement. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability which may arise under this Agreementliability. The indemnity provided herein shall survive Except if caused by the expiration gross negligence, willful misconduct or bad faith of the Rights and Agent, in no case will the termination Rights Agent be liable for special, indirect, incidental or consequential loss or damage of this any kind whatsoever (including but not limited to lost profits), even if the Rights AgreementAgent has been advised of the possibility of such loss or damage. (b) The Rights Agent shall be fully indemnified against, shall will be protected from and shall will incur no liability or expense for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed executed, and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and administration, execution or amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without negligence, bad faith or willful misconduct (as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive in the expiration of the Rights and the termination of this Rights Agreementpremises. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Voting Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. (c) Anything in this Agreement to the contrary notwithstanding, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, punitive, indirect, incidental or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the possibility of such Acquiring Personloss or damage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and expenses and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive In no case will the expiration Rights Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the Rights and the termination possibility of this Rights Agreement. (b) such loss or damage. The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares of the Company or for other securities of the Company, Company Order, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed by the proper Person or Persons and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. Such indemnity The provisions of this Section 19 shall specifically include any loss, liability or expense which survive the expiration of the Rights Agent may suffer in administering and the termination of this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonAgreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith gross negligence or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom, directly or indirectly. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from against and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct misconduct, each as determined by a court of competent jurisdiction, on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the performance of the Rights Agent’s duties hereunder, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive in the expiration of the Rights and the termination of this Rights Agreementpremises. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement or the performance of the Rights Agent’s duties hereunder in reliance upon any Right Rights Certificate or the balance indicated in the book entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. (b) The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. (c) Notwithstanding anything in this Agreement to the contrary, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its directors, officers, employees and agents for, and to hold it each of them harmless against, against any loss, liability, or expense, incurred without gross negligence, recklessness, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this AgreementAgreement or the performance of the Rights Agent's duties hereunder, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreementarising therefrom, directly or indirectly. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement or the performance of the Rights Agent's duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise in reliance upon the advice of counsel as set forth in Section 20 hereof. Such 20. (c) The indemnity provided in this Section 18 shall specifically include any loss, liability or expense which survive the expiration of the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate and the termination of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Personthe Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to --------------------------- the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreementhereunder. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or persons, or otherwise upon Persons. (c) The indemnity provided herein shall survive the advice expiration of counsel as set forth in Section 20 hereofthe Rights and the termination of this Agreement. Such indemnity shall specifically include any loss, liability or expense which In no case will the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect, incidental or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the possibility of such Acquiring Personloss or damage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of or liability which may arise under this Agreementin connection therewith. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons. Notwithstanding anything in this Agreement to the contrary, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services service rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this the Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for the Preferred Shares Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or personsPersons. (c) Notwithstanding anything in this Rights Agreement to the contrary, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or willful misconduct as finally determined by a court of competent jurisdiction on the part of the Rights Agent, for anything done any action taken, suffered, or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive In no event will the expiration Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the Rights and the termination possibility of this Rights Agreementsuch loss or damage. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, suit, action, proceeding or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom, directly or indirectly. The indemnity provided herein shall survive the expiration distribution of Shares in respect of the Rights and the termination of this Rights AgreementRights. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or evidencing Common Shares or for other securities of the CompanyCompany or certificate evidencing Shares or other securities of the Spin-Off Entity, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 13 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability which may arise under this Agreementhereunder. The indemnity provided herein This right to indemnification shall survive the expiration of the Rights and the termination of this Agreement and the resignation or removal of the Rights AgreementAgent. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Exchangeable Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity Persons. (c) The Company shall specifically include any loss, liability or expense which inform the Rights Agent in a reasonably timely manner of events which may suffer in administering materially affect the administration of this Agreement against a Person who was by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an Acquiring Person or an Affiliate or an Associate incumbency certificate certifying the then current officers of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Personthe Company.

Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement suit, action, proceeding or expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the . The costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom, directly or indirectly, shall be paid by the Company. The indemnity provided herein provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this the Rights AgreementAgent. (b) The Rights Agent shall will be fully indemnified against, shall be authorized and protected from and shall will incur no liability or expense for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the evidencing Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed executed, and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liabilityliability or expense (including without limitation, or expense, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of this Agreement, including the costs and expenses of defending against any claim of liability which may arise its duties under this Agreement. The indemnity provided herein costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. This indemnification shall survive the termination of this Agreement, the exercise of or expiration of the Rights and the termination resignation, replacement or removal of this the Rights Agreement. (b) Agent. The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares Stock or Common Shares Stock or for other securities of the Company, 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 when necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person20.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein reasonable costs and reasonable expenses of enforcing this right of indemnification shall survive be paid by the expiration of the Rights and the termination of this Rights AgreementCompany. (b) The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from by the Company and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration or the exercise or performance of this Agreement its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, Persons or otherwise upon the advice of counsel as set forth counsel. (c) Notwithstanding anything in Section 20 hereof. Such indemnity this Agreement to the contrary, in no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the execution, acceptance and administration of this AgreementAgreement and the exercise and performance hereunder of its duties, including the costs and expenses of defending against and appealing any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the termination of this Agreement and the expiration of the Rights and the termination of this Rights Agreement. (b) Rights. The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its it duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. In no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The indemnity provided for herein shall survive the expiration of the Rights, the resignation or removal of the Rights Agent and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of of, any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or delivered to the Rights Agent pursuant to Sections 6 and 7 of this certificate for the Preferred Shares or Common Shares or for other securities of the CompanyCorporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other reasonable disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom, directly or indirectly. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it it, after property inquiry or examination, to be genuine and to be signed, executed and, where necessary, necessary verified or acknowledged, by the proper person Person or persons, Persons or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder under this Agreement and, from time to time, time on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunderunder this Agreement. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent and for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom, directly or indirectly. The indemnity costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons. Notwithstanding anything in this Agreement to the contrary, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including reasonable attorneys' fees and expenses and the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive In no case will the expiration Rights Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages. Any liability of the Rights and Agent will be limited to the amount of fees paid by the Company hereunder. This Section 18(a) shall survive the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything any thing done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Notwithstanding anything in this Rights Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss damage and regardless of the form of action. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Agreement. In no event will the Rights AgreementAgent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the possibility of such loss or damage. (b) The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from and shall incur no liability or expense 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 Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, 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 Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent including its members, directors, officers, employees, shareholders and agents, for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises (including reasonable counsel fees and expenses). The indemnity provided for herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed andexecuted, and where necessary, verified verified, guaranteed or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay in a timely manner to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any losslosses, liabilityexpenses, claims, damages or expenseliabilities, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement and performance hereunder, including including, without limitation, the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of arising therefrom, directly or indirectly, and will promptly reimburse the Rights and the termination of this Rights AgreementAgent for any legal or other expenses reasonably incurred in investigating or defending any such loss, expense, claim, damage or liability. (b) The Rights Agent shall be fully indemnified against, shall be protected from by the indemnity provided by this Section 18 and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, Persons or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering of this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonAgreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and expenses and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, its officers, employees, agents and directors for, and to hold it each of them harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this AgreementAgreement and the exercise of its duties hereunder, including including, but not limited to, the costs and expenses of defending against any claim (whether asserted by the Company, a holder of Rights, or any other Person) of liability which may arise under this Agreementhereunder. The indemnity provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be authorized and protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement or the exercise of its duties hereunder in reliance upon any Right Rights Certificate or certificate for shares of Preferred Stock or any balance indicated in the Preferred Shares or Common Shares Book Entry account system of the transfer agent or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, suit, action, proceeding or expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreementarising therefrom, directly or indirectly. (b) The Rights Agent shall be fully indemnified against, shall will be protected from and shall will incur no liability or expense for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the or other notice evidencing Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed executed, and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. (c) Notwithstanding anything in this Agreement to the contrary, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which no event will the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and expenses, counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, claim or expense, incurred without negligence, bad faith expense ("Loss") arising out of or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of its duties under this Agreement, including the costs and expenses of defending itself against any claim Loss, unless such Loss shall have been determined by a court of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration competent jurisdiction to be a result of the Rights and Agent's gross negligence, bad faith or willful misconduct. The obligations of the Company under this section shall survive the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares of the Company or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Rights Agreement, and no implied covenants or obligations shall specifically include any loss, liability or expense which be read into this Rights Agreement against the Rights Agent may suffer in administering Agent. The provisions of this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate Section shall survive the termination of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Personthis Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything any thing done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss damage and regardless of the form of action. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreementhereunder. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or persons, or otherwise upon Persons. (c) The indemnity provided herein shall survive the advice expiration of counsel as set forth in Section 20 hereofthe Rights and the termination of this Agreement. Such indemnity shall specifically include any loss, liability or expense which In no case will the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect, incidental or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the possibility of such Acquiring Personloss or damage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its directors, officers, employees, agents and attorneys (collectively, the "Indemnified Party") for, and to hold it and them harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights AgentIndemnified Party, for anything done or omitted by the Rights Agent Indemnified Party in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive in the expiration of the Rights and the termination of this Rights Agreementpremises. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, its directors, officers, employees and agents for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights AgentAgent or such other indemnified party, for anything done or omitted by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement 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, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such The indemnity provided in this Section 18 shall specifically include any loss, liability or expense which survive the expiration of the Rights Agent may suffer in administering and the termination of this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonAgreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damages, claims or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses (including reasonable attorneys' fees and expenses) of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration for any of the Rights and the termination of this Rights Agreement. (b) foregoing. The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the any number of one one-hundredths of a share of Preferred Shares Stock, or for shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate Persons, and verified or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Personacknowledged as required by this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a mutually agreed upon fee schedule and, from time to time, on demand of the Rights Agent, its reasonable expenses and reasonable counsel fees and other reasonable disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent for anything done or omitted by the Rights Agent in connection with the execution, acceptance, administration or exercise of this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly (except, for the avoidance of doubt, in the case of gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement). (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for representing the Preferred Shares Stock, the Common Stock or Common Shares or for any other securities of the Company, 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 Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person20.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damages, claims or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses (including reasonable attorneys' fees and expenses) of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration for any of the Rights and the termination of this Rights Agreement. (b) foregoing. The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the any number of one one-thousandths of a share of Preferred Shares Stock, or for shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate Persons, and verified or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Personacknowledged as required by this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damages, claims or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses (including reasonable attorneys' fees and expenses) of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration for any of the Rights and the termination of this Rights Agreement. (b) foregoing. The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the any number of one one-hundredth of a share of Preferred Shares Stock, or for shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate Persons, and verified or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Personacknowledged as required by this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services service rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything any thing done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything in this Rights Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss damage and regardless of the form of action. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided for herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its directors, officers, employees, agents and attorneys (collectively, the "Indemnified Party") for, and to hold it and them harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights AgentIndemnified Party, for anything done or omitted by the Rights Agent Indemnified Party in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive in the expiration of the Rights and the termination of this Rights Agreementpremises. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability which may arise under this Agreement1iability in the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement or the exercise or performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the shares of Preferred Shares Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. Notwithstanding anything in this Agreement to the contrary, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer be liable for special, indirect or consequential loss or damage of any kind whatsoever (Including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action. The indemnity provided for in administering this Agreement against a Person who was an Acquiring Person Section 18 shall survive the expiration of the Rights, the termination of this Agreement, and the resignation or an Affiliate or an Associate removal of an Acquiring Person and any the Rights Agent. The costs and expenses of defending against any claim enforcing this right of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Personindemnification also shall be paid by the Company.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive in the expiration of the Rights and the termination of this Rights Agreementpremises. (b) In no case will the Rights Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the likelihood of such loss or damage. (c) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay --------------------------- to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided for herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) 18.1. The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided for herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) 18.2. The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of of, any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or shares of Common Shares Stock or for other securities of the CompanyCorporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. 18.3. Anything in this Agreement to the contrary notwithstanding, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein Company's reimbursement and indemnification obligations described in this Section 18(a) shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares (or for depositary receipts evidencing fractional interests in Preferred Shares) or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of relating to the Rights and the termination of or this Rights Agreement. (b) The Rights Agent shall be fully indemnified protected against, shall be protected from and shall incur no liability or expense for, for or in respect of of, any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Series G Junior Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by an officer of the proper person or personsCompany. (c) Anything in this Agreement to the contrary notwithstanding, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunderhereunder (including the reasonable fees and disbursements of any expert retained by the Rights Agent). The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, against any loss, liability, liability or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement.15 (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Exchangeable Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity . (c) The Company shall specifically include any loss, liability or expense which inform the Rights Agent in a reasonably timely manner of events which may suffer in administering materially affect the administration of this Agreement against a Person who was by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an Acquiring Person or an Affiliate or an Associate incumbency certificate certifying the then current officers of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Personthe Company.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, negotiation, delivery, administration, amendment and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything any thing done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Notwithstanding anything in this Rights Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss damage and regardless of the form of action. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel attorney fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom, directly or indirectly. The indemnity provided herein provisions of this Section 18(a) shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for representing Common Stock of the Company (or registration on the transfer books of the Company, including, in the case of uncertificated shares, by notation in book entry accounts reflecting ownership), Preferred Shares Stock, or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it in good faith and without gross negligence to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Persons. (c) The Rights Agent may suffer in administering shall not be liable for consequential damages under any provision of this Agreement against a Person who was an Acquiring Person or an Affiliate for any consequential damages arising out of any act or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Personfailure to act hereunder.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom, directly or indirectly. The indemnity provided for herein shall survive the expiration of the Rights and Rights, the termination of this Agreement and the resignation or removal of the Rights Agreement. (b) Agent. The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Rights Certificate or certificate for the Preferred Shares or Shares, Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services service rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this the Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for the Preferred Shares Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted failed to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of relating to the Rights and the termination of or this Rights Agreement. (b) The Rights Agent shall be fully indemnified protected against, shall be protected from and shall incur no liability or expense for, for or in respect of of, any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons. In addition, or otherwise upon anything in this Rights Agreement to the advice of counsel as set forth contrary notwithstanding, in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate or an Associate consequential damages of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything any action done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom, directly or indirectly. The reimbursement and compensation (to the extent accrued but unpaid) provisions and the indemnity provided herein provisions of this Section 18(a) shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, instruction, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Agreement. In no case will the Rights Agreement. Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (b) including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive in the expiration of the Rights and the termination of this Rights Agreementpremises. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities -25- of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity . (c) The obligations of the Company under this Section 18 shall specifically include any losssurvive the redemption, liability exchange or expense which cancellation of the Right Certificates or the resignation or removal of the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonAgent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, and its directors, officers, employees and agents for, and to hold it each of them harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights AgentAgent or such other indemnified party, for anything done or omitted by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this Agreement, or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such The indemnity provided in this Section 18 shall specifically include any loss, liability or expense which survive the expiration of the Rights Agent may suffer in administering and the termination of this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonAgreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, its directors, officers, employees and agents for, and to hold it each of them harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent or any other indemnified party in connection with the acceptance and administration of this AgreementAgreement or the performance of the Rights Agent's duties hereunder, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive in the expiration of the Rights and the termination of this Rights Agreementpremises. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement or the performance of the Rights Agent's duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Shares, Common Shares or for other securities of the Company, Company Order, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. Such . (c) The indemnity provided in this Section 19 shall specifically include any losssurvive the expiration of the Rights, liability the resignation or expense which removal of the Rights Agent may suffer in administering and the termination of this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonAgreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything any thing done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything in this Rights Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss damage and regardless of the form of action. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, preparation, delivery, amendment and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability which may arise under this Agreementarising therefrom, directly or indirectly. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights Rights. The costs and the termination expenses incurred in enforcing this right of this Rights Agreement. (b) The Rights Agent indemnification shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted paid by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company. Anything to the contrary notwithstanding, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, punitive, indirect, consequential or an Affiliate incidental loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim the likelihood of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.such

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein Company's reimbursement and indemnification obligations described in this Section 18(a) shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares (or for depositary receipts evidencing fractional interests in Preferred Shares) or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided for herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable reason-able expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of relating to the Rights and the termination of or this Rights Agreement. (b) The Rights Agent shall be fully indemnified protected against, shall be protected from and shall incur no liability or expense for, for or in respect of of, any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. (c) Anything in this Agreement to the contrary notwithstanding, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunderhereunder in accordance with such fee schedule. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementhereunder. In no case will the Rights Agent be liable for special, indirect, incidental or consequential loss or damages of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such damages. The indemnity provided herein shall survive the termination of this Agreement and the exercise or expiration of the Rights and the termination of this Rights AgreementRights. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for any of the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, instruction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any lossNotwithstanding anything in this Agreement to the contrary, liability or expense which in no event will the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. (c) Notwithstanding anything in this Agreement to the contrary, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, and its directors, officers, employees and agents, for, and to hold it each of them harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights AgentAgent or such other indemnified party, for anything done or omitted by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this Agreement, or in the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such The indemnity provided in this Section 18 shall specifically include any loss, liability or expense which survive the expiration of the Rights Agent may suffer in administering and the termination of this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonAgreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection connec tion with the acceptance and administration of this AgreementAgree ment, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive in the expiration of the Rights and the termination of this Rights Agreementpremises. (b) The Rights Agent shall be fully indemnified indemni fied against, shall be protected from from, and shall incur no liability or expense (including without limitation attor neys' fees and expenses) for, or in respect of of, any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Series A Shares, Common Shares or for other shares or securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, instruction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person20.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which In no case will the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect, incidental or an Affiliate consequential loss or an Associate of an Acquiring Person and damage at any costs and expenses of defending against any claim of liability from such Personkind whatsoever (including but not limited to lost profits), Acquiring Person or Affiliate or Associate even if the Rights Agent has been advised of such Acquiring Personloss or damage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel out-of-pocket expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without negligence, bad faith gross negligence or willful misconduct on the part of the Rights AgentAgent (which gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the reasonable costs and expenses of defending against any a claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreementhereunder. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered taken or omitted by it in connection with, with its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the representing shares of Preferred Shares Stock or Common Shares or for representing other securities of the Company, 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 have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder under this Agreement and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunderunder this Agreement. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability which may arise under this Agreementliability. The indemnity provided herein shall survive In no case will the expiration Rights Agent be liable for special, indirect, incidental, or consequential loss or damages of any kind whatsoever, even if the Rights Agent has been advised or is otherwise aware of the Rights and the termination likelihood of this Rights Agreementsuch loss or damage. (b) The Rights Agent shall be fully indemnified against, shall will be protected from and shall will incur no liability or expense for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed executed, and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided for herein shall survive the expiration of the Rights and Rights, the termination of this Agreement, and the resignation or removal of the Rights AgreementAgent. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. (b) The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from and shall incur no liability or expense 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 Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, 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 Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity . (c) Notwithstanding anything in this Agreement to the contrary, in no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein This right of indemnification shall survive the expiration of the Rights and the termination of this Agreement and the removal or resignation of the Rights Agreement. (b) Agent. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent may conclusively rely upon, and shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under in the premises. Notwithstanding anything in this Agreement. The indemnity provided herein Agreement to the contrary, in no event shall survive the expiration Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the Rights likelihood of such loss or damage and regardless of the termination form of this Rights Agreementaction. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or a Common Shares Share or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed upon between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expenseexpense (including any and all special indirect or consequential losses or damages of any kind (including but not limited to lost profits)), incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under arising therefrom and the costs and expenses of enforcing the indemnification rights of the Rights Agent pursuant to this Agreement. The indemnity provided herein provisions of this Section 18(a) shall survive the expiration of the Rights and the termination of this Agreement, and the resignation and removal of the Rights AgreementAgent. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed by the proper Person or Persons and, where necessary, to be verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity Anything in this Agreement to the contrary notwithstanding, in no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including, but not limited to, lost profits) even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss and damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The liability, and the indemnity provided for herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Rights Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on promptly following demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreementhereunder. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Company Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons. Anything in this Agreement to the contrary notwithstanding, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity no event shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person be liable for special, indirect or an Affiliate consequential loss or an Associate damage of an Acquiring Person and any costs and expenses kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate the likelihood of such Acquiring Personloss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, execution, delivery, amendment and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without negligence, bad faith expense (Loss) arising out of or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the its acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending itself against any claim Loss, unless such Loss shall have been determined by a court of liability which may arise under this Agreementcompetent jurisdiction to be a result of the Right Agent's gross negligence, bad faith or intentional misconduct. The indemnity provided herein costs and expenses incurred in enforcing this right of indemnification shall survive be paid by the expiration Company. Any liability of the Rights and Agent under this Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The obligations of the Company under this Section 18(a) shall survive the termination of this Rights AgreementAgreement and the Rights. (b) The Rights Agent shall be fully indemnified against, shall be authorized and protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay in a timely manner to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder, which shall include, but not be limited to, reasonable compensation for services rendered by officers and employees of the Rights Agent which are in addition to the ministerial and administrative services performed by the Rights Agent under this Agreement. The Company also agrees to indemnify the Rights Agent Agent, its officers, employees, agents and directors for, and to hold it them harmless against, any loss, liability, or expense, consequential or special damages incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The indemnity provided herein shall survive the expiration of arising therefrom, directly or indirectly against the Rights Agent, its officers, employees, agents and the termination of this Rights Agreementdirectors. (b) The Rights Agent shall be fully indemnified against, shall be protected from by the Company and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided for herein shall survive the expiration of the Rights and Rights, the termination of this Rights Agreement. (b) Agreement and the resignation or removal of the Rights Agent. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent shall be fully indemnified against, may conclusively rely upon and shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares of the Company or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and expenses, counsel fees fees, and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreement. The in the indemnity provided herein for herein. Such right to indemnification shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, or in respect of any action taken, suffered suffered, or omitted by it in connection with, its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed executed, and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation and delivery (in an amount not to exceed $2,500), amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, claim or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including including, without limitation, the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights Rights. The costs and expenses incurred in successfully enforcing this right of indemnification shall be paid by the termination of this Rights AgreementCompany. (b) The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense for, for or in respect of any action taken, suffered or omitted by it in connection with, its with the acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring PersonPersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent including its members, directors, officers, owners, employees and agents, for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability which may arise under this Agreementin the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) . The Rights Agent shall be fully indemnified against, shall be protected from and shall incur no liability or expense 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 Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified verified, guaranteed or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Such indemnity shall specifically include any loss, liability or expense which the Rights Agent may suffer in administering this Agreement against a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person and any costs and expenses of defending against any claim of liability from such Person, Acquiring Person or Affiliate or Associate of such Acquiring Person.