Common use of Indemnification of the Dealer Manager Clause in Contracts

Indemnification of the Dealer Manager. The Company agrees to indemnify and hold harmless you and each of your affiliates, and your and their respective officers, directors, shareholders, partners, members, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a “Dealer Manager Indemnitee”), to the fullest extent allowed by law or equity, from and against any and all losses, damages, costs, fees, expenses and other liabilities (or actions or proceedings in respect thereof) and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a party, in each case as such expenses are incurred or paid, (i) arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Material, or any omission or alleged omission to state in any Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statement, not misleading, or (B) any withdrawal, termination, rescission or modification by the Company of, or failure by the Company to make or consummate, the Exchange Offer or to acquire any Old Notes pursuant to the Exchange Offer or (C) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein, or (ii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of, relate to or be in connection with the Exchange Offer, this Agreement or your role in connection therewith; except, in the case of clause (ii) above, to the extent such loss, damage, cost, fee, expense or liability that is determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or bad faith of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (B) above, for any such loss, damage, cost, fee, expense or liability which arises out of or is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Material, or (B) any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in reliance upon and in conformity with the Dealer Manager Information. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled to receive payments for legal and other expenses pursuant to this Section 9, the Dealer Manager will promptly return all sums that had been advanced pursuant hereto.

Indemnification of the Dealer Manager. The Company agrees agrees: (i) to indemnify and hold harmless you and each any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 7, any broker-dealer acting on your affiliates, behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and their respective officers, directors, shareholders, partners, members, any entity or person controlling persons (within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act)) you, employeesincluding any affiliated companies (collectively, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a the “Dealer Manager IndemniteeIndemnified Persons”), to the fullest extent allowed by law or equity, from and ) harmless against any and all losses, damages, costs, fees, expenses and other liabilities or claims (or actions or proceedings in respect thereof) and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (may become subject, under the Securities Act, Exchange Act or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a partyotherwise, in each case insofar as such expenses are incurred losses, claims, damages or paid, liabilities to which you may become subject (iA) arising arise out of or are based upon (A) any an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Exchange Offer MaterialOther Materials, including the Registration Statement and the Prospectus, or any of the documents incorporated by reference therein, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or alleged omission to state in any Exchange Offer Material therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statement, therein not misleading, or (B) arise out of or are based upon any withdrawal, termination, rescission or modification breach by the Company ofof any representations or warranties or failure by the Company to comply with any of its obligations, covenants or agreements contained herein, (C) arise out of any actions taken or omitted to be taken by an Indemnified Person at the written request or with the written consent of the Company or in conformity with actions taken or omitted to be taken by the Company or (D) arise out of or are based upon a withdrawal, rescission, termination or modification of or a failure by the Company to make or consummate, consummate the Exchange Offer or to acquire any Old Notes pursuant to the Exchange Offer or (C) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein, or (ii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of, relate to or be in connection with the Exchange Offer, this Agreement or your role in connection therewith; except, in the case of clause (ii) above, Rights Offering except to the extent any such losswithdrawal, damagerescission, cost, fee, expense termination or liability that is modification have been determined by in a final and nonappealable judgment of by a court of competent jurisdiction to have resulted from the your gross negligence, bad faith or willful misconduct; and (ii) to indemnify and hold you harmless against any and all other losses, damages, liabilities or claims (or actions in respect thereof) that otherwise arise out of or are based upon or asserted against you by any person, including, but not limited to, stockholders of the Company, in connection with or as a result of your acting as Dealer Manager in connection with the Rights Offering or that arise in connection with any other matter referred to in this Agreement, except to the extent any such losses, damages, liabilities or claims referred to in this clause have been determined in a final and non-appealable judgment by a court of competent jurisdiction to have (i) resulted from your gross negligence, bad faith or willful misconduct or bad faith (ii) arisen of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (B) above, for any such loss, damage, cost, fee, expense or liability which arises out of or is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Material, or (B) any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was regarding you made in the Rights Offering Materials or any Other Materials in reliance upon and in conformity with written information furnished to the Dealer Manager InformationCompany by you expressly for use therein. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled you become involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders of the Company, in connection with any matter referred to receive payments in this Agreement, the Company also agrees to reimburse you on demand for your legal and other expenses pursuant (including the cost of any investigation and preparation) incurred in connection therewith. The Company also agrees that neither you nor any of your affiliates, nor any partners, directors, officers, consultants, agents, employees or controlling persons (if any), as the case may be, of you or any such affiliates, shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company for or in connection with any matter referred to in this Section 9Agreement except to the extent that any loss, damage, expense, liability or claim incurred by the Dealer Manager will promptly return all sums Company results from your gross negligence, bad faith or willful misconduct in performing the services that had been advanced pursuant heretoare the subject of this Agreement or the Engagement Letter or to the extent such liability arises out of an untrue statement or omission regarding you made in the Rights Offering Materials or any Other Materials in reliance upon and in conformity with written information furnished to the Company by you expressly for use therein.

Indemnification of the Dealer Manager. The Company agrees to indemnify and hold harmless you and each of your affiliates, and your and their the respective directors, officers, directorsagents, shareholdersand employees of you and your affiliates and each other entity or person, partners, membersif any, controlling persons (you or any such affiliates within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act), employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns Act (you and each such entity or person being referred to as a “Dealer Manager Indemnitee”), to the fullest extent allowed by law or equity, ) from and against any and all losses, damagesclaims, costs, fees, expenses damages and other liabilities (or actions or proceedings in respect thereof) ), and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, reasonable and documented fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a party, in each case as such expenses are incurred or paid, (i) arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Rights Offering Material, or any omission or alleged omission to state in any Exchange Offer Rights Offering Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Rights Offering Materials other than the Registration Statement, not misleading, or (B) any withdrawal, termination, rescission or modification by the Company of, or failure by the Company to make or consummate, the Exchange Offer or to acquire any Old Notes pursuant to the Exchange Offer Rights Offering or (C) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein, or (ii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of, relate to or be in connection with the Exchange OfferRights Offering, this Agreement or your role in connection therewith; except, except in the case of clause (ii) above, to the extent above for any such loss, claim, damage, costliability, fee, or expense or liability that is determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the fraud, bad faith, gross negligence, negligence or willful misconduct or bad faith of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, except in the case of clauses (i)(A) and (B) above, above for any such loss, claim, damage, costliability, fee, or expense or liability which arises out of or is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Rights Offering Material, or (B) any omission to state in the Exchange Offer Rights Offering Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in reliance upon and in conformity with the Dealer Manager Information. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled to receive payments for legal and other expenses pursuant to this Section 9, the Dealer Manager will promptly return all sums that had been advanced pursuant hereto.

Indemnification of the Dealer Manager. The Company agrees agrees: (i) to indemnify and hold harmless you and each any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 6, any broker-dealer acting on your behalf and at your request in connection with the Exchange Offer) of you or any of your affiliates, affiliated companies and your and their respective officers, directors, shareholders, partners, members, any entity or person controlling persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act)) you, employeesincluding any affiliated companies (collectively, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a the “Dealer Manager IndemniteeIndemnified Persons”), to the fullest extent allowed by law or equity, from and ) harmless against any and all losses, damages, costs, fees, expenses and other liabilities or claims (or actions or proceedings in respect thereof) and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (may become subject, under the Securities Act, Exchange Act, other federal or any other Dealer Manager Indemnitee) state statutory law or the Company regulation or any of its security holders is a partyat common law or otherwise, in each case insofar as such expenses are incurred losses, claims, damages or paid, liabilities to which you may become subject (iA) arising arise out of or are based upon (A) any an untrue statement or alleged untrue statement of a material fact contained in any the Exchange Offer MaterialMaterials or any Other Materials, including the Registration Statement and Prospectus, or any of the documents incorporated by reference therein, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or alleged omission to state in any Exchange Offer Material therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statement, therein not misleading, or (B) any withdrawal, termination, rescission arise out of or modification by the Company of, or failure by the Company to make or consummate, the Exchange Offer or to acquire any Old Notes pursuant to the Exchange Offer or (C) are based upon any breach by the Company of any representation representations or warranty warranties or failure by the Company to comply with any of the its obligations, covenants or agreements contained herein, (C) arise out of any actions taken or omitted to be taken by an Indemnified Person pursuant to this Agreement or with the consent of the Company or in conformity with actions taken or omitted to be taken by the Company or (D) arise out of or are based upon a withdrawal, rescission, termination or modification of or a failure to make or consummate any of the Transactions; and (ii) otherwiseto indemnify and hold you harmless against any and all other losses, damages, liabilities or claims (or actions in respect thereof) that otherwise arise out of or are based upon or asserted against you by any wayperson, arising out ofincluding, relating to or but not limited to, stockholders of the Company, in connection with or alleged to, in any way, arise out of, relate to or be as a result of your acting as Dealer Manager in connection with the Exchange Offer, this Agreement Offer or your role that arise in connection therewith; exceptwith any other matter referred to in this Agreement, in the case of clause (ii) above, except to the extent any such losses, damages, liabilities or claims referred to in this clause have been finally judicially determined to have resulted from your gross negligence, bad faith or willful misconduct in performing this Agreement. The Company also agrees that neither you nor any of your affiliates, nor any partners, directors, officers, consultants, agents, employees or controlling persons (if any), as the case may be, of you or any such affiliates, shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company for or in connection with any matter referred to in this Agreement except to the extent that any loss, damage, costexpense, fee, expense liability or liability that is determined claim incurred by final and nonappealable judgment of a court of competent jurisdiction to have resulted the Company results from the your gross negligence, bad faith or willful misconduct in performing the services that are the subject of this Agreement or bad faith of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (B) above, for any such loss, damage, cost, fee, expense or liability which arises out of or is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Material, or (B) any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in reliance upon and in conformity with the Dealer Manager Information. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled to receive payments for legal and other expenses pursuant to this Section 9, the Dealer Manager will promptly return all sums that had been advanced pursuant heretoFee Letter.

Indemnification of the Dealer Manager. The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless you and each of your affiliatesdirectors, and your and their respective officers, directorsemployees, shareholderscounsel and agents and each person, partnersif any, members, controlling persons (who controls you within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act)Act (collectively, employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a the “Dealer Manager IndemniteeDM Indemnified Persons”), to the fullest extent allowed by law or equity, from and ) harmless against any and all losses, damages, costs, fees, expenses and other liabilities or claims (or actions or proceedings in respect thereof) and to reimburse you and which any DM Indemnified Person may become subject, under the Securities Act, Exchange Act or other Dealer Manager Indemnitee for all legal and other costsfederal or state statutory law or regulation, fees and at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (including, without limitation, fees any and disbursements all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of counsel) incurred by you the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you claim asserted) (or any other Dealer Manager IndemniteeA) or the Company or any of its security holders is a party, in each case as such expenses are incurred or paid, (i) arising arise out of or are based upon (A) any untrue statement statement, or alleged untrue statement statement, of a material fact contained in the Rights Offering Materials or any Exchange Offer MaterialOther Materials, including the Registration Statement, the Preliminary Prospectus and the Prospectus, or any omission of the documents incorporated by reference therein, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission, or alleged omission omission, to state in any Exchange Offer Material therein a material fact required to be stated therein or necessary in order to make the statements made therein, other than in the case of the Registration Statement, in light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statementwere made, not misleading, misleading or (B) any arise out of or are based upon a withdrawal, terminationrescission, rescission termination or modification by the Company of, of or a failure by the Company to make or consummate, consummate the Exchange Offer or to acquire any Old Notes pursuant to the Exchange Offer or (C) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein, or (ii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of, relate to or be in connection with the Exchange Offer, this Agreement or your role in connection therewith; except, in the case of clause (ii) above, Rights Offering except to the extent any such losswithdrawal, damagerescission, cost, fee, expense termination or liability that is modification have been determined by in a final and nonappealable non-appealable judgment of by a court of competent jurisdiction to have resulted from your gross negligence or willful misconduct; provided that that the gross negligenceCompany and the Operating Partnership shall not be liable to the extent that such losses, willful misconduct claims, damages, liabilities or bad faith of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (B) above, for any such loss, damage, cost, fee, expense or liability which arises out of or is based upon (A) expenses arise from any untrue statement or omission made in the Rights Offering Materials or any Other Materials, including the Registration Statement, the Preliminary Prospectus and the Prospectus, or any of a material fact contained the documents incorporated by reference therein, or in any Exchange Offer Material, amendment or (B) supplement to any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are madeforegoing, not misleading, if in any such case such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by you expressly for use therein (the “Dealer Manager Information”); provided further, however, in no event shall the Company and the Operating Partnership have any obligation to indemnify any DM Indemnified Person for any losses, claims, damages or liabilities arising out of or based upon the use of any Rights Offering Materials, Other Materials or other soliciting information concerning the Rights Offering or the Company that were not authorized for such use by the Company. In For purposes of this Agreement, the event it is finally judicially determined that a only Dealer Manager Indemnitee was not entitled to receive payments for legal and other expenses pursuant to this Section 9, Information shall be the following information in the Prospectus: (i) the Dealer Manager will promptly return all sums that had been advanced pursuant heretoManager’s name and address and (ii) the first sentence of the first paragraph under the caption “Plan of Distribution.”

Indemnification of the Dealer Manager. The Company agrees agrees: (i) to indemnify and hold harmless you and each any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 7, any broker-dealer acting on your affiliates, behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and their respective officers, directors, shareholders, partners, members, any entity or person controlling persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act)) you, employeesincluding any affiliated companies (collectively, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a the “Dealer Manager IndemniteeIndemnified Persons”), to the fullest extent allowed by law or equity, from and ) harmless against any and all losses, damages, costs, fees, expenses and other liabilities or claims (or actions or proceedings in respect thereof) and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (may become subject, under the Securities Act, Exchange Act or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a partyotherwise, in each case insofar as such expenses are incurred losses, claims, damages or paid, liabilities to which you may become subject (iA) arising arise out of or are based upon (A) any an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Exchange Offer MaterialOther Materials, including the Registration Statement and the Prospectus, or any of the documents incorporated by reference therein, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or alleged omission to state in any Exchange Offer Material therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statement, therein not misleading, or (B) arise out of or are based upon any withdrawal, termination, rescission or modification breach by the Company ofof any representations or warranties or failure by the Company to comply with any of its obligations, covenants or agreements contained herein, (C) arise out of any actions taken or omitted to be taken by an Indemnified Person at the written request or with the written consent of the Company or in conformity with actions taken or omitted to be taken by the Company or (D) arise out of or are based upon a withdrawal, rescission, termination or modification of or a failure by the Company to make or consummate, consummate the Exchange Offer or to acquire any Old Notes pursuant to the Exchange Offer or (C) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein, or (ii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of, relate to or be in connection with the Exchange Offer, this Agreement or your role in connection therewith; except, in the case of clause (ii) above, Rights Offering except to the extent any such losswithdrawal, damagerescission, cost, fee, expense termination or liability that is modification have been determined by in a final and nonappealable non-appealable judgment of by a court of competent jurisdiction to have resulted from the your gross negligence, bad faith or willful misconduct; and (ii) to indemnify and hold you harmless against any and all other losses, damages, liabilities or claims (or actions in respect thereof) that otherwise arise out of or are based upon or asserted against you by any person, including, but not limited to, stockholders of the Company, in connection with or as a result of your acting as Dealer Manager in connection with the Rights Offering or that arise in connection with any other matter referred to in this Agreement, except to the extent any such losses, damages, liabilities or claims referred to in this clause have been determined in a final and non-appealable judgment by a court of competent jurisdiction to have (i) resulted from your gross negligence, bad faith or willful misconduct or bad faith (ii) arisen of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (B) above, for any such loss, damage, cost, fee, expense or liability which arises out of or is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Material, or (B) any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in the Rights Offering Materials or any Other Materials in reliance upon and in conformity with written information furnished to the Dealer Manager InformationCompany by you expressly for use therein. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled you become involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders of the Company, in connection with any matter referred to receive payments in this Agreement, the Company also agrees periodically to reimburse you on demand for your legal and other expenses pursuant (including the cost of any investigation and preparation) incurred in connection therewith. The Company also agrees that neither you nor any of your affiliates, nor any partners, directors, officers, consultants, agents, employees or controlling persons (if any), as the case may be, of you or any such affiliates, shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company for or in connection with any matter referred to in this Section 9Agreement except to the extent that any loss, damage, expense, liability or claim incurred by the Dealer Manager will promptly return all sums Company results from your gross negligence, bad faith or willful misconduct in performing the services that had been advanced pursuant heretoare the subject of this Agreement or the Engagement Letter or to the extent such liability arises out of an untrue statement or omission made in the Rights Offering Materials or any Other Materials in reliance upon and in conformity with written information furnished to the Company by you expressly for use therein.

Indemnification of the Dealer Manager. The Company agrees to indemnify and hold harmless you and each any officer, director, partner, stockholder, employee or agent of your affiliates, you or any of such affiliated companies and your and their respective officers, directors, shareholders, partners, members, any entity or person controlling persons (within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act)) you, employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a “Dealer Manager Indemnitee”), to the fullest extent allowed by law or equity, from and including any affiliated companies harmless against any and all losses, damages, costs, fees, expenses and other liabilities or claims (or actions or proceedings in respect thereof) and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (may become subject, under the Act, Exchange Act or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a partyotherwise, in each case insofar as such expenses are incurred losses, claims, damages or paid, (i) arising liabilities to which you may become subject that arise out of or are based upon (A) any an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Exchange Offer MaterialOther Materials, including the Registration Statement and the Prospectus, or any of the documents incorporated by reference therein, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or alleged omission to state in any Exchange Offer Material therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statement, therein not misleading, or (B) except that this indemnity agreement shall not apply to any withdrawalloss, terminationclaim, rescission or modification by the Company ofdamage, or failure by the Company to make or consummate, the Exchange Offer or to acquire any Old Notes pursuant to the Exchange Offer or (C) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein, or (ii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of, relate to or be in connection with the Exchange Offer, this Agreement or your role in connection therewith; except, in the case of clause (ii) above, liability to the extent such loss, damage, cost, fee, expense or liability that is determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or bad faith of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (B) above, for any such loss, damage, cost, fee, expense or liability which arises arising out of or is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Material, or (B) any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager Informationexpressly for use in the Rights Offering Materials or any Other Materials, including the Registration Statement and the Prospectus. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled any indemnified person becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including shareholders of the Company, in connection with any matter referred to receive payments in this Agreement, the Company also agrees to reimburse such Indemnified Person on demand for its legal and other expenses pursuant to this Section 9, (including the Dealer Manager will promptly return all sums that had been advanced pursuant heretocost of any investigation and preparation) incurred in connection therewith.

Indemnification of the Dealer Manager. The Company agrees agrees: (i) to indemnify and hold harmless you and each any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 7, any broker-dealer acting on your affiliates, behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and their respective officers, directors, shareholders, partners, members, any entity or person controlling persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act)) you, employeesincluding any affiliated companies (collectively, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a the “Dealer Manager IndemniteeIndemnified Persons”), to the fullest extent allowed by law or equity, from and ) harmless against any and all losses, damages, costs, fees, expenses and other liabilities or claims (or actions or proceedings in respect thereof) and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (may become subject, under the Act, Exchange Act, securities legislation in Canada or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a partyotherwise, in each case insofar as such expenses are incurred losses, claims, damages or paid, liabilities to which you may become subject (iA) arising arise out of or are based upon (A) any an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Exchange Offer MaterialOther Materials, including the Registration Statement, the Prospectus, and the Canadian Prospectus, or any of the documents incorporated by reference therein, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or alleged omission to state in any Exchange Offer Material therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statement, therein not misleading, or (B) arise out of or are based upon any withdrawal, termination, rescission or modification breach by the Company ofof any representations or warranties or failure by the Company to comply with any of its obligations, covenants or agreements contained herein, (C) arise out of any actions taken or omitted to be taken by an Indemnified Person at the written request or with the written consent of the Company or in conformity with actions taken or omitted to be taken by the Company or (D) arise out of or are based upon a withdrawal, rescission, termination or modification of or a failure by the Company to make or consummate, consummate the Exchange Offer or to acquire any Old Notes pursuant to the Exchange Offer or (C) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein, or (ii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of, relate to or be in connection with the Exchange Offer, this Agreement or your role in connection therewith; except, in the case of clause (ii) above, Rights Offering except to the extent any such losswithdrawal, damagerescission, cost, fee, expense termination or liability that is modification have been determined by in a final and nonappealable non-appealable judgment of by a court of competent jurisdiction to have resulted from the your gross negligence, bad faith or willful misconduct; and (ii) to indemnify and hold you harmless against any and all other losses, damages, liabilities or claims (or actions in respect thereof) that otherwise arise out of or are based upon or asserted against you by any person, including, but not limited to, stockholders of the Company, in connection with or as a result of your acting as Dealer Manager in connection with the Rights Offering or that arise in connection with any other matter referred to in this Agreement, except to the extent any such losses, damages, liabilities or claims referred to in this clause have been determined in a final and non-appealable judgment by a court of competent jurisdiction to have (i) resulted from your gross negligence, bad faith or willful misconduct or bad faith (ii) arisen of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (B) above, for any such loss, damage, cost, fee, expense or liability which arises out of or is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Material, or (B) any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in the Rights Offering Materials or any Other Materials in reliance upon and in conformity with written information furnished to the Dealer Manager InformationCompany by you expressly for use therein. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled you become involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders of the Company, in connection with any matter referred to receive payments in this Agreement, the Company also agrees periodically to reimburse you on demand for your reasonable legal and other expenses pursuant (including the cost of any investigation and preparation) incurred in connection therewith. The Company also agrees that neither you nor any of your affiliates, nor any partners, directors, officers, consultants, agents, employees or controlling persons (if any), as the case may be, of you or any such affiliates, shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company for or in connection with any matter referred to in this Section 9Agreement except to the extent that any loss, damage, expense, liability or claim incurred by the Dealer Manager will promptly return all sums Company results from your gross negligence, bad faith or willful misconduct in performing the services that had been advanced pursuant heretoare the subject of this Agreement or to the extent such liability arises out of an untrue statement or omission made in the Rights Offering Materials or any Other Materials in reliance upon and in conformity with written information furnished to the Company by you expressly for use therein.

Indemnification of the Dealer Manager. The Company agrees to indemnify and hold harmless you and each of your affiliates, and your and their respective officers, directors, shareholders, partners, members, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a “Dealer Manager Indemnitee”), to the fullest extent allowed by law or equity, from and against any and all losses, damages, costs, fees, expenses and other liabilities (or actions or proceedings in respect thereof) and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a party, in each case as such expenses are incurred or paid, (i) arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Material, or any omission or alleged omission to state in any Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statement, not misleading, or (B) any withdrawal, termination, rescission or modification by the Company of, or failure by the Company to make or consummate, the Tender/Exchange Offer Offers or to acquire any Old Outstanding Notes pursuant to the Tender/Exchange Offer Offers or (C) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein, or (ii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of, relate to or be in connection with the Tender/Exchange OfferOffers, this Agreement or your role in connection therewith; except, in the case of clause (ii) above, to the extent such loss, damage, cost, fee, expense or liability that is determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or bad faith of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (B) above, for any such loss, damage, cost, fee, expense or liability which to the extent that it arises out of or is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Material, or (B) any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in reliance upon and in conformity with the Dealer Manager Information. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled to receive payments for legal and other expenses pursuant to this Section 9, the Dealer Manager or the Dealer Manager Indemnitee, as the case may be, will promptly return all sums that had been advanced with respect to such Dealer Manager Indemnitee pursuant hereto.

Indemnification of the Dealer Manager. The Company agrees agrees: (i) to indemnify and hold harmless you and each any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 7, any broker-dealer acting on your affiliates, behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and their respective officers, directors, shareholders, partners, members, any entity or person controlling persons (within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act)) you, employeesincluding any affiliated companies (collectively, agentsincluding you, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a the “Dealer Manager IndemniteeIndemnified Persons”), to the fullest extent allowed by law or equity, from and ) harmless against any and all losses, damages, costs, fees, expenses and other liabilities or claims (or actions or proceedings in respect thereof) and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (may become subject, under the Securities Act, Exchange Act or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a partyotherwise, in each case insofar as such expenses are incurred losses, claims, damages or paid, liabilities to which you may become subject (iA) arising arise out of or are based upon (A) any an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Exchange Offer MaterialOther Materials, including the Registration Statement and the Prospectus, or any of the documents incorporated by reference therein, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or alleged omission to state in any Exchange Offer Material therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statement, therein not misleading, or (B) arise out of or are based upon any withdrawal, termination, rescission or modification breach by the Company ofof any representations or warranties or failure by the Company to comply with any of its obligations, covenants or agreements contained herein, (C) arise out of any actions taken or omitted to be taken by an Indemnified Person at the written request or with the written consent of the Company or in conformity with actions taken or omitted to be taken by the Company or (D) arise out of or are based upon a withdrawal, rescission, termination or modification of or a failure by the Company to make or consummate, consummate the Exchange Offer or to acquire any Old Notes pursuant to the Exchange Offer or (C) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein, or (ii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of, relate to or be in connection with the Exchange Offer, this Agreement or your role in connection therewith; except, in the case of clause (ii) above, Rights Offering except to the extent any such losswithdrawal, damagerescission, cost, fee, expense termination or liability that is modification have been determined by in a final and nonappealable non-appealable judgment of by a court of competent jurisdiction to have resulted solely and exclusively and as a direct and proximate cause from the gross negligenceyour bad faith, willful misconduct or bad faith of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) gross negligence; and (Bii) aboveto indemnify and hold the Indemnified Persons harmless against any and all other losses, for any such lossdamages, damage, cost, fee, expense liabilities or liability which arises claims (or actions in respect thereof) that otherwise arise out of or is are based upon or asserted against such Indemnified Person by any person, including, but not limited to, shareholders of the Company, in connection with or as a result of your acting as Dealer Manager in connection with the Rights Offering or that arise in connection with any other matter referred to in this Agreement, except to the extent any such losses, damages, liabilities or claims referred to in this clause have been determined in a final and non-appealable judgment by a court of competent jurisdiction to have (Ai) any untrue statement of resulted solely and exclusively and as a material fact contained in any Exchange Offer Materialdirect and proximate cause from your bad faith, willful misconduct or gross negligence or (Bii) any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light arisen out of the circumstances under which they are made, not misleading, if in any such case such an untrue statement or omission was regarding you made in the Rights Offering Materials or any Other Materials in reliance upon and in conformity with written information furnished to the Dealer Manager InformationCompany by you expressly for use therein. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled any Indemnified Person becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including shareholders of the Company, in connection with any matter referred to receive payments in this Agreement, the Company also agrees to reimburse such Indemnified Person on demand for its legal and other expenses pursuant (including the cost of any investigation and preparation) incurred in connection therewith. The Company also agrees that neither you nor any other Indemnified Person, shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company for or in connection with any matter referred to in this Section 9Agreement except to the extent that any loss, damage, expense, liability or claim incurred by the Dealer Manager will promptly return all sums Company have been determined in a final and non-appealable judgment by a court of competent jurisdiction to have resulted solely and exclusively and as a direct and proximate cause from your bad faith, willful misconduct or gross negligence in performing the services that had been advanced pursuant heretoare the subject of this Agreement or the Engagement Letter or to the extent such liability arises out of an untrue statement or omission regarding you made in the Rights Offering Materials or any Other Materials in reliance upon and in conformity with written information furnished to the Company by you expressly for use therein.

Indemnification of the Dealer Manager. The Company agrees agrees: (i) to indemnify and hold harmless you and each any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 6, any broker-dealer acting on your behalf and at your request in connection with the Exchange Offer) of you or any of your affiliates, affiliated companies and your and their respective officers, directors, shareholders, partners, members, any entity or person controlling persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act)) you, employeesincluding any affiliated companies (collectively, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a the “Dealer Manager IndemniteeIndemnified Persons”), to the fullest extent allowed by law or equity, from and ) harmless against any and all losses, damages, costs, fees, expenses and other liabilities or claims (or actions or proceedings in respect thereof) and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (may become subject, under the Securities Act, Exchange Act, other federal or any other Dealer Manager Indemnitee) state statutory law or the Company regulation or any of its security holders is a partyat common law or otherwise, in each case insofar as such expenses are incurred losses, claims, damages or paid, liabilities to which you may become subject (iA) arising arise out of or are based upon (A) any an untrue statement or alleged untrue statement of a material fact contained in the Offer Materials or any Exchange Offer MaterialOther Materials, including the Registration Statement and Prospectus, or any of the documents incorporated by reference therein, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or alleged omission to state in any Exchange Offer Material therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statement, therein not misleading, or (B) arise out of or are based upon any breach by the Company of any representations or warranties or failure by the Company to comply with any of its obligations, covenants or agreements contained herein, (C) arise out of any actions taken or omitted to be taken by an Indemnified Person pursuant to this Agreement or with the consent of the Company or in conformity with actions taken or omitted to be taken by the Company or (D) arise out of or are based upon a withdrawal, terminationrescission, rescission termination or modification by the Company of, of or a failure by the Company to make or consummate, the Exchange Offer or to acquire any Old Notes pursuant to the Exchange Offer or (C) any breach by the Company of any representation or warranty or failure to comply with consummate any of the agreements contained herein, or Exchange Offers; and (ii) otherwiseto indemnify and hold you harmless against any and all other losses, damages, liabilities or claims (or actions in respect thereof) that otherwise arise out of or are based upon or asserted against you by any wayperson, arising out ofincluding, relating to or but not limited to, stockholders of the Company, in connection with or alleged to, in any way, arise out of, relate to or be as a result of your acting as Agent in connection with the Exchange Offer, this Agreement Offers or your role Solicitation or that arise in connection therewith; exceptwith any other matter referred to in this Agreement, in the case of clause (ii) above, except to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final unappealable judgment that such loss, damage, cost, fee, expense liability or liability that is determined by final and nonappealable judgment of a court of competent jurisdiction to have claim set forth in this clause resulted solely from the your gross negligence, negligence or willful misconduct in performing this Agreement. In the event that you become involved in any capacity in any action, proceeding or bad faith investigation brought by or against any person, including stockholders of such Dealer Manager Indemnitee the Company, in connection with any matter referred to in this Agreement, the Company also agrees periodically to reimburse you on demand for your reasonable expenses for one legal counsel and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. The Company also agrees that neither you nor any of your affiliates, nor any partners, directors, officers, consultants, agents, employees or controlling persons (if any), as the case may be, of you or any other Dealer Manager Indemnitee and exceptsuch affiliates, shall have any liability to the Company or any person asserting claims on behalf of or in right of the case of clauses (i)(A) and (B) above, Company for or in connection with any such matter referred to in this Agreement except to the extent that any loss, damage, costexpense, fee, expense liability or liability which arises out claim incurred by the Company results from your gross negligence or willful misconduct in performing the services that are the subject of or is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Material, or (B) any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in reliance upon and in conformity with the Dealer Manager Information. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled to receive payments for legal and other expenses pursuant to this Section 9, the Dealer Manager will promptly return all sums that had been advanced pursuant heretoAgreement.

Indemnification of the Dealer Manager. The Company agrees to indemnify and hold harmless you and each of your affiliates, and your and their respective officers, directors, shareholders, partners, members, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (you and each such entity or person being referred to as a “Dealer Manager Indemnitee”), to the fullest extent allowed by law or equity, from and against any and all losses, damages, costs, fees, expenses and other liabilities (or actions or proceedings in respect thereof) and to reimburse you and any other Dealer Manager Indemnitee for all legal and other costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by you or any such other Dealer Manager Indemnitee in connection with investigating, preparing, pursuing, defending, compromising or settling any such action, claim, or proceeding, whether or not in connection with pending or threatened litigation to which you (or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a party, in each case as such expenses are incurred or paid, (i) arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Material, or any omission or alleged omission to state in any Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made in the case of any Exchange Offer Materials other than the Registration Statement, not misleading, or (B) any withdrawal, termination, rescission or modification by the Company of, or failure by the Company to make or consummate, the Exchange Offer Offers or to acquire any Old Outstanding Notes pursuant to the Exchange Offer Offers or (C) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein, or (ii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of, relate to or be in connection with the Exchange OfferOffers, this Agreement or your role in connection therewith; except, in the case of clause (ii) above, to the extent such loss, damage, cost, fee, expense or liability that is determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or bad faith of such Dealer Manager Indemnitee or any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (B) above, for any such loss, damage, cost, fee, expense or liability which to the extent that it arises out of or is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Material, or (B) any omission to state in the Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in reliance upon and in conformity with the Dealer Manager Information. In the event it is finally judicially determined that a Dealer Manager Indemnitee was not entitled to receive payments for legal and other expenses pursuant to this Section 9, the Dealer Manager or the Dealer Manager Indemnitee, as the case may be, will promptly return all sums that had been advanced with respect to such Dealer Manager Indemnitee pursuant hereto.