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 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 or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent for 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 cost and expenses of defending against any claim of liability in 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premiseswhich may arise under this Agreement. 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 for or expense 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, Certificate or certificate for the Preferred Shares or Common Stock 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 Personsan 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 service 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 will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, suit, action, proceeding or expense expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim (whether asserted by the Company, a holder of Rights, or any other Person) of liability in the premisesarising 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 Agreement. (b) The Rights Agreement. Anything Agent will be protected and will incur no liability for or in respect of any action taken, suffered, or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate evidencing Preferred Shares or Common Shares or 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 and executed by the proper Person or Persons. (c) Notwithstanding anything in this agreement Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, indirect indirect, punitive 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 the loss or damage and regardless of the form of the action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of or liability in the premisesconnection therewith. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Preferred 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. Notwithstanding anything in this agreement Agreement to the contrary notwithstandingcontrary, 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 the action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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, suit, action, proceeding or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing done action taken or omitted to be done suffered by the Rights Agent in connection with the acceptance and administration of this Rights AgreementAgreement and the exercise and performance of its duties hereunder, including the cost costs and expenses of defending against and appealing any claim of liability in 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 notwithstandingarising therefrom, in no event shall the Rights Agent be liable for special, indirect directly 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 actionindirectly. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Rights Agreement or the exercise and performance of its duties hereunder in reliance upon any Right Certificate, Rights Certificate or certificate for Preferred Stock, Common 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, instruction 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 21 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premisesarising therefrom. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything in this agreement to the contrary notwithstanding, in In no event case shall the Rights Agent be liable for special, indirect indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits)whatsoever, even if the Rights Agent has been advised of the likelihood of such loss damage and regardless of the form of action. (b) or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreementarising therefrom. Anything in this agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect indirect, consequential or consequential 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 damage and regardless of the form of actionor damage. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for representing Preferred Stock or Common Stock or 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 losslosses, liability expenses, claims, damages or expense liabilities, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights AgreementAgreement and performance hereunder, including including, without limitation, the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of the Rights arising therefrom, directly or indirectly, and the termination of this Rights Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall will promptly reimburse the Rights Agent be liable for specialany legal or other expenses reasonably incurred in investigating or defending any such loss, indirect expense, claim, damage 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 actionliability. (b) The Rights Agent shall be protected by the indemnity provided by this Section 18 and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability hereunder. (b) The Rights Agent shall be protected and shall incur no liability for or in the premises. The indemnity provided herein shall survive the expiration respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Rights Certificate or certificate for Preferred Stock or for other securities of the Rights 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 have been signed, executed and, where necessary, verified or acknowledged by the termination of this Rights Agreementproper Person or Persons. Anything in this agreement 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 or damage and regardless of the form of the action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In no case will the 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 such loss or damage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premisesliability. The indemnity indemnification provided herein for hereunder 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 may conclusively rely upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for Preferred Shares or Common Stock 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, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. (c) Notwithstanding anything in this 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 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 service 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 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 negligence or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premisesarising 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. Anything The costs and expenses incurred in enforcing this agreement to right of indemnification shall be paid by 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) Company. The Rights Agent may conclusively rely upon and shall be protected against and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, acknowledged by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 indirect, consequential or consequential 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 damage and regardless or damage. The indemnity provided for herein shall survive the expiration of the form Rights and the termination of action. (b) this Rights Agreement. The Rights Agent shall be protected and shall incur no liability 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, Certificate or certificate for the Common Stock 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 Agent, for any thing done action taken, suffered, or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 In no event shall will the Rights Agent be liable for special, indirect punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits)whatsoever, even if the Rights Agent has been advised of the likelihood possibility of such loss damage and regardless of the form of actionor damage. (b) The Rights Agent shall be protected and shall incur no liability 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, Rights Certificate or certificate for the Preferred Shares or Common Stock 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 faith, or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including including, without limitation, the cost costs and expenses of defending against any claim of liability in liability. Except if caused by the premises. The indemnity provided herein shall survive the expiration gross negligence, willful misconduct or bad faith of the Rights and the termination of this Rights Agreement. Anything in this agreement to the contrary notwithstandingAgent, in no event shall case will the Rights Agent be liable for special, indirect 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 likelihood possibility of such loss damage and regardless of the form of actionor damage. (b) The Rights Agent shall will be protected and shall will incur no liability 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, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 misconduct, each as determined by a court of competent jurisdiction, on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement or the performance of the Rights AgreementAgent’s duties hereunder, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement or the performance of the Rights Agreement Agent’s duties hereunder in reliance upon any Right CertificateRights 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 Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 liability, or expense expense, incurred without gross negligence, recklessness, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this Agreement or the performance of the Rights AgreementAgent's duties hereunder, including the cost costs and expenses of defending against any claim of liability in 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 notwithstandingarising therefrom, in no event shall the Rights Agent be liable for special, indirect directly 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 actionindirectly. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement or the performance of the Rights Agreement Agent's duties hereunder in reliance upon any Right Certificate, Certificate or certificate for Common Stock or 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or in reliance upon the advice of counsel as set forth in Section 20. (c) The indemnity provided in this Section 18 shall survive the expiration of the Rights and the termination of the Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of or liability in the premisesconnection therewith. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Preferred 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. Notwithstanding anything in this agreement Agreement to the contrary notwithstandingcontrary, 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 the action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all 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 or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent for any thing 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 cost and expenses of defending against any claim of liability in 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Preferred Stock or 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. (c) 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 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 service 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 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Rights Certificate or certificate for Common 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. (c) Notwithstanding anything in this agreement Agreement to the contrary notwithstandingcontrary, 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 the action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premisespremises and reasonable counsel fees and expenses. 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 protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost and expenses of defending against any claim of liability in the premisespremises and reasonable counsel fees and expenses. The indemnity indemnification provided herein shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agreement. Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Rights Certificate or certificate for the 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. (c) Anything in this agreement 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 or damage and regardless of the form of action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 liability, or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses (including reasonable attorney's fees) of defending against any claim of liability in the premises. The indemnity , provided herein that the Company shall survive be entitled to control the expiration defense of the Rights any such claim and the termination of this Rights Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall the Rights Agent not 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) settlement entered into without its prior written consent. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for Common Stock Ordinary Shares or 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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, obligation, damage or expense (including reasonable attorneys' fees and other professional services) (collectively, "Losses"), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including including, without limitation, the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein Rights Agent shall survive be protected and shall incur no liability and shall be indemnified for and held harmless against any and all Losses for, or in respect 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 expiration Preferred Shares or Common Shares or for other securities of the Rights 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 termination proper person or persons, or (ii) otherwise upon the advice of this Rights Agreementcounsel as set forth in Section 20 hereof. Anything in this agreement 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 or damage and regardless of the form of action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense 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 Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons. (c) Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, 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 loss or damage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 liability, or expense expense, incurred without gross negligence, bad faith or willful misconduct mis-conduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of relating to the Rights and the termination of or 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 protected against, and shall incur no liability for or in respect of of, any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for Common Preferred 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, guaranteed, verified or acknowledged, by the proper Person or Persons. (c) 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 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 service 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 Rights 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 gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost reasonable costs and expenses of defending against any claim of liability in 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 actionhereunder. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common Preferred 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, guaranteed, verified or acknowledged, acknowledged by the proper Person or Persons. (c) The indemnity provided herein shall survive the expiration of the Rights and the termination of this Agreement. In no case will the 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 loss 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 service 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 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 expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 In no event shall case will the Rights Agent be liable for special, indirect indirect, incidental or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits), even if the Rights Agent has been advised of the likelihood possibility of such loss damage and regardless of the form of action. (b) or damage. The Rights Agent shall be protected and shall incur no liability 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, Certificate or certificate for Common Stock Shares of the Company or 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, guaranteed, verified or acknowledged, by or otherwise upon the proper Person or Personsadvice of its counsel as set forth in Section 20 hereof. The provisions of this Section 19 shall survive the expiration of the Rights and the termination of this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing done action taken, suffered or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including including, without limitation, the cost costs and expenses of defending against any claim of liability in 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 In no event shall will the Rights Agent be liable for special, indirect punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits)whatsoever, even if the Rights Agent has been advised of the likelihood possibility of such loss damage and regardless of the form of actionor damage. (b) The Rights Agent shall be authorized to rely on, shall be protected and shall incur no liability 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, Rights Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 or willful misconduct on the part of the Rights Agent and for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premisesarising 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. 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 may conclusively rely upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, acknowledged by the proper Person or Persons. Notwithstanding anything in this 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 or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights Agent reasonable compensation for all service 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 will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, suit, action, proceeding or expense expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 notwithstandingarising therefrom, in no event shall the Rights Agent be liable for special, indirect directly 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 actionindirectly. (b) The Rights Agent shall will be protected and shall will incur no liability 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, Certificate or certificate for or other notice evidencing Preferred Shares or Common Stock Shares or 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, guaranteed, verified or acknowledged, by the proper Person or Persons. (c) Notwithstanding anything in this Agreement to the contrary, in no event will 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including reasonable attorneys' fees and expenses and the cost costs and expenses of defending against any claim of liability in 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 In no event shall case will the Rights Agent be liable for special, indirect 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 likelihood possibility of such loss damage and regardless damages. Any liability of the form Rights Agent will be limited to the amount of actionfees paid by the Company hereunder. This Section 18(a) shall survive the termination of this Agreement. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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, suit, action, proceeding or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premisesarising 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 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 actionRights. (b) The Rights Agent shall be protected and shall incur no liability 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, certificate for evidencing Common Stock Shares or 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 13 hereof.

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 service 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 Rights 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 or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing done action taken, suffered or omitted to be done by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this Rights AgreementAgreement and the exercise of its duties hereunder, including including, but not limited to, the cost costs and expenses of defending against any claim (whether asserted by the Company, a holder of Rights, or any other Person) of liability in the premiseshereunder. The indemnity provided herein for hereunder 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 authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement or the exercise of its duties hereunder in reliance upon any Right Certificate, Rights Certificate or certificate for Common shares of Preferred Stock or any balance indicated in the 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons.

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 service 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 Rights 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 liability, or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including including, without limitation, the cost costs and expenses of defending against any claim of liability in the premisespremises (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. 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common 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, guaranteedverified, verified guaranteed or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing done action taken, suffered or omitted to be done by the Rights Agent in connection with the execution, acceptance and administration of this Rights AgreementAgreement and the exercise and performance hereunder of its duties, including the cost costs and expenses of defending against and appealing any claim of liability in 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 AgreementRights. 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 protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Rights Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 gross negligence, bad faith or willful wilful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost reasonable costs and expenses of defending against any claim of liability in the premiseshereunder. The indemnity provided herein This right to indemnification shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything in this agreement to Agreement and the contrary notwithstanding, in no event shall resignation or removal of 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 actionAgent. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common Stock 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, guaranteed, verified or acknowledged, acknowledged by the proper Person or Persons. (c) The Company shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Company.

Concerning the Rights Agent. (a) The Company agrees to pay in a timely manner to the Rights Agent reasonable compensation for all service 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 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 losslosses, liability expenses, claims, damages or expense liabilities, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights AgreementAgreement and performance hereunder, including including, without limitation, the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of the Rights arising therefrom, directly or indirectly, and the termination of this Rights Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall will promptly reimburse the Rights Agent be liable for specialany legal or other expenses reasonably incurred in investigating or defending any such loss, indirect expense, claim, damage 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 actionliability. (b) The Rights Agent shall be protected by the indemnity provided by this Section 18 and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or PersonsPersons or otherwise upon the advice of counsel as set forth in Section 20 of this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity indemnification provided herein for hereunder shall survive the expiration of the Rights and Rights, the termination of this Rights Agreement. Anything in this agreement to Agreement and the contrary notwithstanding, in no event shall resignation or removal of the Rights Agent Agent. The costs and expenses of enforcing this right of indemnification shall also be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if paid by the Rights Agent has been advised of the likelihood of such loss damage and regardless of the form of action. (b) Company. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability 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, Certificate or certificate for the Preference Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Notwithstanding anything in this 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 or damage and regardless of the form of action.

Concerning the Rights Agent. (a) The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all service 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 it 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 gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 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. (b) . 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 Agreement. The Rights Agent shall be protected and shall incur no liability 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, Certificate delivered to the Rights Agent pursuant to Sections 6 and 7 of this certificate for Common Stock 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights Agent reasonable compensation for all service 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 Rights 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 liability, damage, judgment, fine, penalty, claim, demand, settlement suit, action, proceeding or expense expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent Agent, for any thing 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 Rights Agreement, including the cost . The costs and expenses of defending against any claim of liability in arising therefrom, directly or indirectly, shall be paid by the premisesCompany. 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 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 actionAgent. (b) The Rights Agent shall will be authorized and protected and shall will incur no liability for or in respect of any action taken, suffered suffered, or omitted by it in connection with its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate, Certificate or certificate for evidencing Preferred Shares or Common Stock Shares or 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein reasonable costs and reasonable expenses of enforcing this right of indemnification shall survive be paid by the expiration Company. (b) The Rights Agent may conclusively rely upon and shall be protected by the Company and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration or the exercise or performance of its duties hereunder in reliance upon any Rights Certificate or certificate for Common Stock or for other securities of the Rights 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 termination proper Person or Persons or otherwise upon the advice of this Rights Agreement. Anything counsel. (c) Notwithstanding anything in this agreement Agreement to the contrary notwithstandingcontrary, 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 the action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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. Anything in this agreement to the contrary notwithstanding, in In no event shall will the Rights Agent be liable for special, indirect indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits)whatsoever, even if the Rights Agent has been advised of the likelihood possibility of such loss damage and regardless of the form of actionor damage. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability 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, Rights Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 (including without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent (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 any thing done action taken, suffered 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 Rights Agreement, including the cost . The costs and expenses incurred in enforcing this right of defending against any claim of liability in indemnification shall be paid by the premisesCompany. The indemnity provided herein 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 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) Agent. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Preferred Stock or Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 cost and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything Notwithstanding anything in this agreement Rights Agreement to the contrary notwithstandingcontrary, 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premisesarising 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. 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for the Preferred Shares or Common 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, guaranteed, necessary verified or acknowledged, by the proper Person or PersonsPersons or otherwise upon the advice of counsel set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay in a timely manner to the Rights Agent reasonable compensation for all service 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, 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 liability, expense, consequential or expense special damages incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. 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 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 actiondirectors. (b) The Rights Agent shall be protected by the Company and shall incur no liability 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, Certificate or certificate for the Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense incurred (Loss) arising out of or in connection with its acceptance and administration of this Agreement, including, without limitation, the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of the Right Agent's gross negligence, bad faith or willful misconduct on intentional misconduct. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the part Company. Any liability of the Rights Agent for any thing done or omitted under this Agreement will be limited to be done the amount of fees paid by the Company to the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost and expenses of defending against any claim of liability in the premisesAgent. The indemnity provided herein obligations of the Company under this Section 18(a) shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything in this agreement to Agreement and 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 actionRights. (b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing 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 cost and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of relating to the Rights and the termination of or 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 protected against, and shall incur no liability for or in respect of of, any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for Common Preferred 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons. In addition, anything in this Rights Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or consequential damages 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In no case will the Rights Agent be liable for special, indirect, incidental or consequential loss or damage at any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of such loss or damage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 In no event shall case will the Rights Agent be liable for special, indirect 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 likelihood possibility of such loss damage and regardless of the form of action. (b) or damage. The Rights Agent shall be protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 and its directors, officers, employees, agents and attorneys (collectively, the "Indemnified Party") for, and to hold it and them 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 Indemnified Party, for any thing anything done or omitted to be done by the Rights Agent Indemnified Party in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability 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, Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in liability, and the premises. The indemnity provided for 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 protected and shall incur no liability 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, Rights Certificate or certificate for the Common Stock 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all 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 or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent for any thing 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 cost and expenses of defending against any claim of liability in 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Preferred Stock or 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.

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 service 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 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 and all loss, liability liability, damages, claims or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses (including reasonable attorneys' fees and expenses) of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration for any of the Rights and the termination of this Rights Agreementforegoing. 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 protected and shall incur no liability 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, Rights Certificate or certificate for any number of one one-hundredth of a share of Preferred Stock, or for shares of Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 cost and expenses of defending against any claim of liability in 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay --------------------------- to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided for 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 protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything Notwithstanding anything in this agreement Agreement to the contrary notwithstandingcontrary, 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)whatsoever, even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for a Common Stock 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. 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 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 service 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 Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided for herein shall survive the expiration of the Rights and Rights, the termination of this Rights Agreement. Anything in this agreement to Agreement and the contrary notwithstanding, in no event shall resignation or removal of the Rights Agent Agent. The costs and expenses of enforcing this right of indemnification shall also be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if paid by the Rights Agent has been advised of the likelihood of such loss damage and regardless of the form of action. (b) Company. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 liability, or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of relating to the Rights and the termination of or 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 protected against, and shall incur no liability for or in respect of of, any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for Common Preferred 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, guaranteed, verified or acknowledged, by the proper Person or Persons. (c) 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 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 service 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 expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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. Anything The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any 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 or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Notwithstanding anything in this agreement Agreement to the contrary notwithstandingcontrary, 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 the action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

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 service 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 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premisesarising 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. 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, 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 Stock, or 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, guaranteed, verified or acknowledged, by the proper Person or Persons. (c) The Rights Agent shall not be liable for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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, claim or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing done action taken, suffered or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights AgreementAgreement or the exercise or performance of its duties hereunder, including including, without limitation, the cost costs and expenses of defending against any claim of liability in 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 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 actionCompany. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its the acceptance and administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 liability, or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent or such other indemnified party, for any thing anything done or omitted to be done by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this Rights Agreement, or the exercise or performance of its duties hereunder, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Rights Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The indemnity provided in this Section 18 shall survive the expiration of the Rights and the termination of this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection connec tion with the acceptance and administration of this Rights AgreementAgree ment, including the cost costs and expenses of defending against any claim of liability in 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 indemni fied against, shall be protected from, and shall incur no liability for 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 with, its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for the Series A Shares, Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of its counsel as set forth in Section 20.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all 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 or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent for 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 cost and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything in this agreement 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability hereunder. (b) The Rights Agent shall be protected and shall incur no liability for or in the premises. The indemnity provided herein shall survive the expiration respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Rights Certificate or certificate for Company Common Stock or for other securities of the Rights 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 have been signed, executed and, where necessary, verified or acknowledged by the termination of this Rights Agreementproper Person or Persons. Anything in this agreement 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 or damage and regardless of the form of the action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent for 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 cost and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything Notwithstanding anything in this agreement Rights Agreement to the contrary notwithstandingcontrary, 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 liability, or expense expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein for herein. Such right to indemnification 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 protected and shall incur no liability for for, or in respect of any action taken, suffered suffered, or omitted by it in connection with with, its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for shares of Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 and its directors, officers, employees, agents and attorneys (collectively, the "Indemnified Party") for, and to hold it and them 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 Indemnified Party, for any thing anything done or omitted to be done by the Rights Agent Indemnified Party in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability 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, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

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 service 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 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including including, without limitation, the cost costs and expenses of defending against any claim (whether asserted by the Company, a holder or any other Person) of liability in the premisesarising therefrom, directly or indirectly, including reasonable attorney's fees and expenses. 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 protected and shall incur no liability 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, Certificate or certificate for the Preferred Stock or the Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons. The provisions of this Section 18 shall survive the expiration of the Rights and the termination of this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 faith, or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including including, without limitation, the cost costs and expenses of defending against any claim of liability in the premisesliability. 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 In no event shall case will the Rights Agent be liable for special, indirect indirect, incidental, or consequential loss or damage damages of any kind whatsoever (including but not limited to lost profits)whatsoever, even if the Rights Agent has been advised or is otherwise aware of the likelihood of such loss damage and regardless of the form of actionor damage. (b) The Rights Agent shall will be protected and shall will incur no liability 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, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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. 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 protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares (or for depositary receipts evidencing fractional interests in Preferred Shares) or Common Stock 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.

Concerning the Rights Agent. (a) 18.1. The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all service 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 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 Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided for herein shall survive the expiration of the Rights and the termination of this Agreement. 18.2. The Rights AgreementAgent shall be protected and shall incur no liability for, or in respect of, any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for shares of Common Stock or for other securities of the Corporation, 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. 18.3. Anything in this agreement 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 or damage and regardless of the form of the action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Agent, its directors, officers, employees and agents for, and to hold it each of them harmless against, any loss, liability or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent or any other indemnified party in connection with the acceptance and administration of this Agreement or the performance of the Rights AgreementAgent's duties hereunder, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability 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 Agreement Agent's duties hereunder in reliance upon any Right Certificate, Certificate or certificate for Preferred Shares, Common Stock Shares or 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, guaranteed, 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. (c) The indemnity provided in this Section 19 shall survive the expiration of the Rights, the resignation or removal of the Rights Agent and the termination of this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 cost and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything in this agreement 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of relating to the Rights and the termination of or 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 protected against, and shall incur no liability for or in respect of of, any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for Common Series G Junior Preferred 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, guaranteed, verified or acknowledged, by an officer of the proper Person Company. (c) Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or Personsconsequential 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 liability, or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premiseshereunder. 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 In no event shall case will the Rights Agent be liable for special, indirect indirect, incidental or consequential loss or damage damages of any kind whatsoever (including including, but not limited to to, lost profits), even if the Rights Agent has been advised of the likelihood possibility of such loss damage damages. The indemnity provided herein shall survive the termination of this Agreement and regardless the exercise or expiration of the form of actionRights. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for any of the Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons.

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 service 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 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 and all loss, liability liability, damages, claims or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses (including reasonable attorneys' fees and expenses) of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration for any of the Rights and the termination of this Rights Agreementforegoing. 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 protected and shall incur no liability 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, Rights Certificate or certificate for any number of one one-hundredths of a share of Preferred Stock, or for shares of Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein Rights Agent shall survive be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Rights Certificate or certificate for the expiration Preferred Shares or Common Shares or for other securities of the Rights 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 termination proper Person or Persons, or otherwise upon the advice of this Rights Agreementcounsel as set forth in Section 20 hereof. Anything Notwithstanding anything in this agreement Agreement to the contrary notwithstandingcontrary, in no event shall will 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. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights AgreementAgreement or the exercise or performance of its duties hereunder, including the cost costs and expenses of defending against any claim of liability 1iability in 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement or the exercise or performance of its duties hereunder, in reliance upon any Right Certificate, Certificate or certificate for shares of Preferred Stock or Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons. Notwithstanding anything in this 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 or damage and regardless of the form of the action. The indemnity provided for in this Section 18 shall survive the expiration of the Rights, the termination of this Agreement, and the resignation or removal of the Rights Agent. The costs and expenses of enforcing this right of indemnification also shall be paid by the Company.

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 service 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 (including any and all special indirect or consequential losses or damages of any kind (including but not limited to lost profits)), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in arising therefrom and the premisescosts 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 Rights Agreement. Anything in this agreement to , and the contrary notwithstanding, in no event shall resignation and removal of 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 actionAgent. (b) The Rights Agent shall be protected and shall incur no liability 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, Certificate or certificate for shares of Common 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, guaranteed, to be verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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. 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 protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares (or for depositary receipts evidencing fractional interests in Preferred Shares) or Common Stock 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.

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 service 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 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 and all loss, liability liability, damages, claims or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses (including reasonable attorneys' fees and expenses) of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration for any of the Rights and the termination of this Rights Agreementforegoing. 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 protected and shall incur no liability 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, Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Agent, its directors, officers, employees and agents 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 or such other indemnified party, for any thing anything done or omitted to be done by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this Rights AgreementAgreement or the exercise or performance of its duties hereunder, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Rights Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The indemnity provided in this Section 18 shall survive the expiration of the Rights and the termination of this Agreement.

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 service 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 Rights 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, claim or expense incurred without ("Loss") arising out of or in connection with its duties under this Agreement, including the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of the Rights Agent's gross negligence, bad faith or willful misconduct on the part misconduct. The obligations of the Rights Agent for any thing done or omitted to be done by the Rights Agent in connection with the acceptance and administration of Company under this Rights Agreement, including the cost and expenses of defending against any claim of liability in the premises. The indemnity provided herein section 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 protected and shall incur no liability 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, Certificate or certificate for Common Stock the 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. 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 be read into this Rights Agreement against the Rights Agent. The provisions of this Section shall survive the termination of this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in 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. (b) The Rights Agreement. Anything Agent may conclusively rely upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Rights Certificate or certificate for Common 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. (c) Notwithstanding anything in this agreement Agreement to the contrary notwithstandingcontrary, 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 the action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing done action taken, suffered or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including including, without limitation, the cost costs and expenses of defending against any claim of liability in the premisesarising 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 expenses incurred in enforcing this right of indemnification shall be paid by the termination of this Rights AgreementCompany. Anything in this agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect punitive, indirect, consequential or consequential 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 damage and regardless of the form of action. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.such

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 and all loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and execution, acceptance, administration or exercise of this Rights Agreement, including the cost reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly (except, for the avoidance of doubt, in the premises. The indemnity provided herein shall survive case of gross negligence, bad faith or willful misconduct on the expiration part 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 profitsAgent), 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 protected and shall incur no liability 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 CertificateCertificate or certificate representing the Preferred Stock, certificate for the Common Stock or 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 liability, or expense expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent or such other indemnified party, for any thing anything done or omitted to be done by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this Rights Agreement, or in the exercise or performance of its duties hereunder, including the cost costs and expenses of defending against any claim of liability in 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 protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Rights Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The indemnity provided in this Section 18 shall survive the expiration of the Rights and the termination of this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The indemnity provided for herein shall survive the expiration of the Rights and Rights, the termination of this Rights Agreement. Anything in this agreement to Agreement and the contrary notwithstanding, in no event shall resignation or removal of 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) Agent. The Rights Agent shall be protected and shall incur no liability 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, Rights Certificate or certificate for Preferred Shares, Common Stock Shares or 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, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided for 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 protected and shall incur no liability 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, Certificate or certificate for the Common Stock 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The indemnity provided for 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 protected and shall incur no liability 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, Certificate or certificate for the Common Stock 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, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 Rights 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 gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost reasonable costs and expenses of defending against any claim of liability in 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 actionhereunder. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common Preferred 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, guaranteed, verified or acknowledged, acknowledged by the proper Person or Persons. (c) The indemnity provided herein shall survive the expiration of the Rights and the termination of this Agreement. In no case will the 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 loss or damage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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. . (b) 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 Agent, for any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in the premises. The This indemnity provided herein shall survive the termination of this Agreement and 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 actionissued hereunder. (bc) The Rights Agent shall be protected and shall incur no liability 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, Certificate or certificate for the Preferred Shares or Common Stock 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, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent for 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 cost cost, counsel fees and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything Notwithstanding anything in this agreement Rights Agreement to the contrary notwithstandingcontrary, 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 preparation, execution, delivery, amendment, and administration and execution of this Rights 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, damage, fine, penalty, claim, demand, settlement, cost, or expense expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent Agent, for any thing done action taken or suffered or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including including, without limitation, the cost costs and expenses of defending against any claim of liability in the premisesliability. 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 In no event shall case will the Rights Agent be liable for special, indirect indirect, incidental, punitive or consequential loss or damage damages of any kind whatsoever (including but not limited to lost profits)whatsoever, even if the Rights Agent has been advised or is otherwise aware of the likelihood of such loss damage and regardless of the form of actionor damage. (b) The Rights Agent shall will be protected and shall will incur no liability for or in respect of any action taken, suffered suffered, or omitted by it in connection with its acceptance and administration of this Rights Agreement in reliance upon any Right Certificate, Rights Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all service 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 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 any thing anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the cost costs and expenses of defending against any claim of liability in connection therewith; provided, however, that the premisesRights Agent shall also be indemnified and held harmless against any loss, liability or expense incurred as a result of a claim for indirect, special, consequential or punitive damages. The indemnity provided herein provisions of this Section 18(a) 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 protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, Certificate or certificate for Common 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, guaranteed, verified or acknowledged, by the proper Person or Persons.