Common use of Indemnification of the Dealer Manager Clause in Contracts

Indemnification of the Dealer Manager. The Company agrees: (i) to indemnify and hold you and any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 7, any broker-dealer acting on your behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and any entity or person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) you, including any affiliated companies (collectively, the “Indemnified Persons”) harmless against any losses, damages, liabilities or claims (or actions in respect thereof) to which you may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities to which you may become subject (A) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Other 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 therein a material fact necessary to make the statements therein not misleading, (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 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 the Rights Offering except to the extent any such withdrawal, rescission, termination or modification have been determined in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from 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 (ii) arisen of 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. In the event that 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 in this Agreement, the Company also agrees to reimburse you on demand for your legal 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 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, expense, liability or claim incurred by the Company results from your gross negligence, bad faith or willful misconduct in performing the services that are 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: (i) agrees to indemnify and hold harmless you and any officereach of your affiliates, directorand your and their respective officers, partnerdirectors, stockholdershareholders, employee or agent (includingpartners, for the purposes of this Section 7members, any broker-dealer acting on your behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and any entity or person controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) you), including any affiliated companies employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (collectivelyyou and each such entity or person being referred to as a “Dealer Manager Indemnitee”), to the “Indemnified Persons”) harmless fullest extent allowed by law or equity, from and 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(or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a party, under the Securities Act, Exchange Act or otherwise, insofar in each case as such lossesexpenses are incurred or paid, claims, damages (i) arising out of or liabilities to which you may become subject based upon (A) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Other Materials, including the Registration Statement and the ProspectusExchange Offer Material, 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 therein in any Exchange Offer Material a material fact required to be stated therein or necessary in order to make the statements therein 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) arise out of any withdrawal, termination, rescission or are based upon 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 representations representation or warranties warranty or failure by the Company to comply with any of its obligations, covenants or the agreements contained herein, or (Cii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of any actions taken of, relate to or omitted to be taken by an Indemnified Person at the written request or in connection with the written consent Exchange Offer, this Agreement or your role in connection therewith; except, in the case of the Company or in conformity with actions taken or omitted to be taken by the Company or clause (Dii) arise out of or are based upon a withdrawalabove, rescission, termination or modification of or a failure by the Company to make or consummate the Rights Offering except to the extent any such withdrawalloss, rescissiondamage, termination cost, fee, expense or modification have been liability that is determined in a by final and nonappealable judgment by of a court of competent jurisdiction to have resulted from your the gross negligence, willful misconduct or bad faith of such Dealer Manager Indemnitee or willful misconduct; any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (iiB) to indemnify and hold you harmless against above, for any and all other lossessuch loss, damagesdamage, liabilities cost, fee, expense or claims (or actions in respect thereof) that otherwise arise liability which arises out of or are is based upon (A) any untrue statement of a material fact contained in any Exchange Offer Material, or asserted against you by (B) any personomission 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, including, but not limited to, stockholders in the light of the Companycircumstances under which they are made, not misleading, if 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 (ii) arisen of untrue case such statement or omission regarding you was 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 thereinDealer Manager Information. In the event it is finally judicially determined that 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 a Dealer Manager Indemnitee was not entitled to in this Agreement, the Company also agrees to reimburse you on demand receive payments for your legal and other expenses (including pursuant to this Section 9, the cost of any investigation and preparation) incurred in connection therewith. The Company also agrees Dealer Manager will promptly return all sums 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, expense, liability or claim incurred by the Company results from your gross negligence, bad faith or willful misconduct in performing the services that are 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 thereinhad been advanced pursuant hereto.

Indemnification of the Dealer Manager. The Company agrees: (i) agrees to indemnify and hold you and any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 7, any broker-dealer acting on your behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and any entity or person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) you, including any affiliated companies (collectively, the “Indemnified Persons”) harmless against any losses, damages, liabilities or claims (or actions in respect thereof) to which you may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities to which you may become subject (A) that arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Other 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 therein a material fact necessary to make the statements therein not misleading, (B) arise out of except that this indemnity agreement shall not apply to any loss, claim, damage, or are based upon any breach by liability to 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 extent arising 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 the Rights Offering except to the extent any such withdrawal, rescission, termination or modification have been determined in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from 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 (ii) arisen of untrue statement or omission regarding you or alleged 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 the Dealer Manager expressly for use thereinin the Rights Offering Materials or any Other Materials, including the Registration Statement and the Prospectus. In the event that you become any indemnified person becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders shareholders of the Company, in connection with any matter referred to in this Agreement, the Company also agrees to reimburse you such Indemnified Person on demand for your its legal 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 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, expense, liability or claim incurred by the Company results from your gross negligence, bad faith or willful misconduct in performing the services that are 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: (i) agrees to indemnify and hold harmless you and any officereach of your affiliates, directorand your and their respective officers, partnerdirectors, stockholdershareholders, employee or agent (includingpartners, for the purposes of this Section 7members, any broker-dealer acting on your behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and any entity or person controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) you), including any affiliated companies employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (collectivelyyou and each such entity or person being referred to as a “Dealer Manager Indemnitee”), to the “Indemnified Persons”) harmless fullest extent allowed by law or equity, from and 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(or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a party, under the Securities Act, Exchange Act or otherwise, insofar in each case as such lossesexpenses are incurred or paid, claims, damages (i) arising out of or liabilities to which you may become subject based upon (A) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Other Materials, including the Registration Statement and the ProspectusOffer Material, 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 therein in any Offer Material a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made in the case of any Offer Materials other than the Registration Statement, not misleading, or (B) arise out of any withdrawal, termination, rescission or are based upon modification by the Company of, or failure by the Company to make or consummate, the Offers or to acquire any Outstanding Notes pursuant to the Offers or (C) any breach by the Company of any representations representation or warranties warranty or failure by the Company to comply with any of its obligations, covenants or the agreements contained herein, or (Cii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of any actions taken of, relate to or omitted to be taken by an Indemnified Person at the written request or in connection with the written consent Offers, this Agreement or your role in connection therewith; except, in the case of the Company or in conformity with actions taken or omitted to be taken by the Company or clause (Dii) arise out of or are based upon a withdrawalabove, rescission, termination or modification of or a failure by the Company to make or consummate the Rights Offering except to the extent any such withdrawalloss, rescissiondamage, termination cost, fee, expense or modification have been liability that is determined in a by final and nonappealable judgment by of a court of competent jurisdiction to have resulted from your the gross negligence, willful misconduct or bad faith of such Dealer Manager Indemnitee or willful misconduct; any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (iiB) above, for any such loss, damage, cost, fee, expense or liability to indemnify and hold you harmless against any and all other losses, damages, liabilities or claims (or actions in respect thereof) the extent that otherwise arise it arises out of or are is based upon (A) any untrue statement of a material fact contained in any Offer Material, or asserted against you by (B) any personomission to state in the Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, including, but not limited to, stockholders in the light of the Companycircumstances under which they are made, not misleading, if 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 (ii) arisen of untrue case such statement or omission regarding you was 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 thereinDealer Manager Information. In the event it is finally judicially determined that 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 a Dealer Manager Indemnitee was not entitled to in this Agreement, the Company also agrees to reimburse you on demand receive payments for your legal and other expenses (including pursuant to this Section 9, 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 Dealer Manager or controlling persons (if any)the Dealer Manager Indemnitee, as the case may be, of you or any will promptly return all sums that had been advanced with respect to 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, expense, liability or claim incurred by the Company results from your gross negligence, bad faith or willful misconduct in performing the services that are 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 thereinDealer Manager Indemnitee pursuant hereto.

Indemnification of the Dealer Manager. The Company agrees: (i) to indemnify and hold you and any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 76, any broker-dealer acting on your behalf and at your request in connection with the Rights OfferingExchange Offer) of you or any of such your affiliated companies and any entity or person controlling (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) you, including any affiliated companies (collectively, the “Indemnified Persons”) harmless against any losses, damages, liabilities or claims (or actions in respect thereof) to which you may become subject, under the Securities Act, Exchange Act Act, other federal or state statutory law or regulation or at common law or otherwise, insofar as such losses, claims, damages or liabilities to which you may become subject (A) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Offer Materials or any Other 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 therein a material fact necessary to make the statements therein not misleading, (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 at the written request pursuant to this Agreement 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 by the Company of or a failure by the Company to make or consummate any of the Rights Offering except to the extent any such withdrawal, rescission, termination or modification have been determined in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from your gross negligence, bad faith or willful misconductExchange Offers; 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 Agent in connection with the Rights Offering Exchange Offers or Solicitation 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 (but only to in this clause have been determined in a final and non-appealable judgment by the extent) that a court of competent jurisdiction to shall have (i) determined by a final unappealable judgment that such loss, damage, liability or claim set forth in this clause resulted solely from your gross negligence, bad faith negligence or willful misconduct or (ii) arisen of 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 thereinperforming this Agreement. In the event that 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 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 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, expense, liability or claim incurred by the Company results from your gross negligence, bad faith negligence or willful misconduct in performing the services that are 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 thereinAgreement.

Indemnification of the Dealer Manager. The Company agrees: (i) to indemnify and hold you and any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 7, any broker-dealer acting on your behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and any entity or person controlling (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) you, including any affiliated companies (collectively, the “Indemnified Persons”) harmless against any losses, damages, liabilities or claims (or actions in respect thereof) to which you may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities to which you may become subject (A) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Other 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 therein a material fact necessary to make the statements therein not misleading, (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 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 the Rights Offering except to the extent any such withdrawal, rescission, termination or modification have been determined in a final and nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from 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 (ii) arisen of 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. In the event that 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 in this Agreement, the Company also agrees periodically to reimburse you on demand for your legal 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 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, expense, liability or claim incurred by the Company results from your gross negligence, bad faith or willful misconduct in performing the services that are 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: (i) to indemnify and hold you and any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 7, any broker-dealer acting on your behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and any entity or person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) you, including any affiliated companies (collectively, including you, the “Indemnified Persons”) harmless against any losses, damages, liabilities or claims (or actions in respect thereof) to which you may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities to which you may become subject (A) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Other 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 therein a material fact necessary to make the statements therein not misleading, (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 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 the Rights Offering except to the extent any such withdrawal, rescission, termination or modification have been determined in a final and nonappealable 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, bad faith or willful misconduct; and (ii) to indemnify and hold you the Indemnified Persons 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 such Indemnified Person by any person, including, but not limited to, stockholders 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 (i) resulted solely and exclusively and as a direct and proximate cause from your gross negligencebad faith, bad faith or willful misconduct or gross negligence or (ii) arisen 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. In the event that you become any Indemnified Person becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders shareholders of the Company, in connection with any matter referred to in this Agreement, the Company also agrees to reimburse you such Indemnified Person on demand for your its legal 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 such affiliatesother 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 Agreement except to the extent that any loss, damage, expense, liability or claim incurred by the Company results 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 gross negligencebad faith, bad faith or willful misconduct or gross negligence in performing the services that are 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: (i) to indemnify and hold you and any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 76, any broker-dealer acting on your behalf and at your request in connection with the Rights OfferingExchange Offer) of you or any of such your affiliated companies and any entity or person controlling (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) you, including any affiliated companies (collectively, the “Indemnified Persons”) harmless against any losses, damages, liabilities or claims (or actions in respect thereof) to which you may become subject, under the Securities Act, Exchange Act Act, other federal or state statutory law or regulation or at common law or otherwise, insofar as such losses, claims, damages or liabilities to which you may become subject (A) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Exchange Offer Materials or any Other 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 therein a material fact necessary to make the statements therein not misleading, (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 at the written request pursuant to this Agreement 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 any of the Rights Offering except to the extent any such withdrawal, rescission, termination or modification have been determined in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from your gross negligence, bad faith or willful misconductTransactions; 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 Exchange Offer 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 finally judicially 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 (ii) arisen of 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. In the event that 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 in performing this Agreement, the Company also agrees to reimburse you on demand for your legal 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 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, expense, liability or claim incurred by the Company results from your gross negligence, bad faith or willful misconduct in performing the services that are 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 thereinFee Letter.

Indemnification of the Dealer Manager. The Company agrees: In the event that the Dealer Manager becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) (a) in connection with, arising out of or based upon (i) any breach or alleged breach of any of the representations, warranties and agreements made by the Company herein, (ii) the commencement or consummation of, or any withdrawal or termination of or failure to indemnify and hold you and make or complete, the Exchange Offer, or any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 7, any broker-dealer acting on your behalf and at your request in connection failure to comply with the Rights Offering) of you terms and conditions specified in the Offer Materials or any of such affiliated companies and Other Materials, (iii) any entity or person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) you, including any affiliated companies (collectively, the “Indemnified Persons”) harmless against any losses, damages, liabilities or claims (or actions in respect thereof) to which you may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities to which you may become subject (A) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Offer Materials or any Other 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 therein a any material fact required to be stated therein or necessary to make the statements therein not misleading, or (Biv) arise out of any action or are based upon any breach failure to act (x) by the Company or any of its affiliates, officers, directors, employees or agents, the Depositary or the Information Agent in connection with or related to the Exchange Offer, or (y) by the Dealer Manager at the request or direction of the Company or any representations of its respective affiliates, officers, directors, employees or warranties agents or with their consent or in conformity with any action or failure to act by the Company to comply or any of their respective affiliates, officers, directors, employees or agents, or (b) otherwise in connection with any of its obligations, covenants matter in any way relating to or agreements contained herein, (C) arise referred to in this Agreement or arising out of the matters contemplated by this Agreement, including, without limitation, related services and activities prior to the date of this Agreement, the Company agrees to indemnify, defend and hold the Dealer Manager harmless, to the fullest extent permitted by law, from and against any actions taken losses, claims, damages, liabilities and expenses resulting directly or omitted indirectly in connection with any matter in any way relating to or referred to in this Agreement or arising out of the matters contemplated by this Agreement, except, in the case of clause (b) above only, to the extent that it shall be taken determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of the Dealer Manager (other than an Indemnified Person action or failure to act by the Dealer Manager in accordance with and at the written request or direction, or with the written consent consent, of the Company or in conformity with actions taken any action or omitted failure to be taken act by the Company or (D) arise out any of their respective affiliates, officers, directors, employees or are based upon a withdrawal, rescission, termination or modification of or a failure by the Company to make or consummate the Rights Offering except to the extent any such withdrawal, rescission, termination or modification have been determined in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from 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 Companyagents). In addition, 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 (ii) arisen of 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. In the event that you become the Dealer Manager becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, such Proceeding (including stockholders of the Company, in connection with any matter referred to in enforcing this Agreement), the Company also agrees to will reimburse you on demand the Dealer Manager for your its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by the Dealer Manager in connection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company, its security holders and affiliates and other constituencies, on the one hand, and the Dealer Manager, on the other hand, in connection with the matters contemplated by this Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company also agrees that neither you nor any for the purposes of your affiliatesthis paragraph the relative benefits received, nor any partnersor sought to be received, directorsby the Company, officersits security holders and affiliates and other constituencies, consultantson the one hand, agentsand the Dealer Manager, employees on the other hand, in connection with the matters contemplated by this Agreement shall be deemed to be in the same proportion that the total value received or controlling persons (if any)paid or contemplated to be received or paid by the Company, its security holders and affiliates and other constituencies, as the case may be, as a result of you or in connection with the matters (whether or not consummated) for which the Dealer Manager has been retained to perform financial services bears to the maximum possible fee proposed to be paid to the Dealer Manager under this Agreement; provided that, in no event shall the Company contribute less than the amount necessary to assure that the Dealer Manager is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of the fee received by the Dealer Manager pursuant to this Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any such other alleged conduct relates to information provided by the Company or other conduct by the Company (or its affiliates, officers, directors, employees or agents), on the one hand, or by the Dealer Manager, on the other hand. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not the Dealer Manager is an actual or potential party to such Proceeding, without the Dealer Manager’s prior written consent, unless such settlement (i) includes an unconditional release of the Dealer Manager from all actual or potential liability in any way related to or arising out of such Proceeding and (ii) does not impose any actual or potential liability upon the Dealer Manager and does not contain any factual or legal admission by or with respect to the Dealer Manager or any adverse statement with respect to the character, professionalism, due care, loyalty, expertise or reputation of the Dealer Manager or any action or inaction by the Dealer Manager. The Company agrees that the Dealer Manager shall not have any liability to the Company or its affiliates or any person asserting claims on behalf of or in right of the Company for or any such affiliates, in connection with or as a result of either the Dealer Manager’s engagement under this Agreement or any matter referred to in this Agreement Agreement, including, without limitation, related services and activities prior to the date of this Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losslosses, damageclaims, expensedamages, liability liabilities or claim expenses incurred by the Company results resulted solely from your the gross negligence, bad faith negligence or willful misconduct of the Dealer Manager (other than an action or failure to act by the Dealer Manager in accordance with and at the request or direction, or with the consent, of the Company or in conformity with any action or failure to act by the Company or any of its affiliates, officers, directors, employees or agents) in performing the services that are the subject of this Agreement or Agreement. For purposes of this Section and Section 13, the Engagement Letter or to the extent such liability arises out term Dealer Manager shall include UBS Securities LLC, any of an untrue statement or omission regarding you made in the Rights Offering Materials its affiliates, each other person, if any, controlling UBS Securities LLC or any Other Materials of its affiliates, their respective officers, directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in reliance upon and in conformity with written information furnished addition to the Company by you expressly for use thereinany rights that any indemnified party may have at common law or otherwise.

Indemnification of the Dealer Manager. The Company agrees: (i) agrees to indemnify and hold harmless you and any officereach of your affiliates, directorand your and their respective officers, partnerdirectors, stockholdershareholders, employee or agent (includingpartners, for the purposes of this Section 7members, any broker-dealer acting on your behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and any entity or person controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) you), including any affiliated companies employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns (collectivelyyou and each such entity or person being referred to as a “Dealer Manager Indemnitee”), to the “Indemnified Persons”) harmless fullest extent allowed by law or equity, from and 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(or any other Dealer Manager Indemnitee) or the Company or any of its security holders is a party, under the Securities Act, Exchange Act or otherwise, insofar in each case as such lossesexpenses are incurred or paid, claims, damages (i) arising out of or liabilities to which you may become subject based upon (A) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Other Materials, including the Registration Statement and the ProspectusOffer Material, 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 therein in any Offer Material a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made in the case of any Offer Materials other than the Registration Statement, not misleading, or (B) arise out of any withdrawal, termination, rescission or are based upon modification by the Company of, or failure by the Company to make or consummate, the Tender/Exchange Offers or to acquire any Outstanding Notes pursuant to the Tender/Exchange Offers or (C) any breach by the Company of any representations representation or warranties warranty or failure by the Company to comply with any of its obligations, covenants or the agreements contained herein, or (Cii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of any actions taken of, relate to or omitted to be taken by an Indemnified Person at the written request or in connection with the written consent Tender/Exchange Offers, this Agreement or your role in connection therewith; except, in the case of the Company or in conformity with actions taken or omitted to be taken by the Company or clause (Dii) arise out of or are based upon a withdrawalabove, rescission, termination or modification of or a failure by the Company to make or consummate the Rights Offering except to the extent any such withdrawalloss, rescissiondamage, termination cost, fee, expense or modification have been liability that is determined in a by final and nonappealable judgment by of a court of competent jurisdiction to have resulted from your the gross negligence, willful misconduct or bad faith of such Dealer Manager Indemnitee or willful misconduct; any other Dealer Manager Indemnitee and except, in the case of clauses (i)(A) and (iiB) above, for any such loss, damage, cost, fee, expense or liability to indemnify and hold you harmless against any and all other losses, damages, liabilities or claims (or actions in respect thereof) the extent that otherwise arise it arises out of or are is based upon (A) any untrue statement of a material fact contained in any Offer Material, or asserted against you by (B) any personomission to state in the Offer Material a material fact required to be stated therein or necessary in order to make the statements made therein, including, but not limited to, stockholders in the light of the Companycircumstances under which they are made, not misleading, if 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 (ii) arisen of untrue case such statement or omission regarding you was 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 thereinDealer Manager Information. In the event it is finally judicially determined that 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 a Dealer Manager Indemnitee was not entitled to in this Agreement, the Company also agrees to reimburse you on demand receive payments for your legal and other expenses (including pursuant to this Section 9, 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 Dealer Manager or controlling persons (if any)the Dealer Manager Indemnitee, as the case may be, of you or any will promptly return all sums that had been advanced with respect to 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, expense, liability or claim incurred by the Company results from your gross negligence, bad faith or willful misconduct in performing the services that are 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 thereinDealer Manager Indemnitee pursuant hereto.

Indemnification of the Dealer Manager. The Company agrees: (i) to indemnify and hold you and any officer, director, partner, stockholder, employee or agent (including, for the purposes of this Section 7, any broker-dealer acting on your behalf and at your request in connection with the Rights Offering) of you or any of such affiliated companies and any entity or person controlling (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) you, including any affiliated companies (collectively, the “Indemnified Persons”) harmless against any losses, damages, liabilities or claims (or actions in respect thereof) to which you may become subject, under the Securities Act, Exchange Act Act, securities legislation in Canada or otherwise, insofar as such losses, claims, damages or liabilities to which you may become subject (A) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Rights Offering Materials or any Other Materials, including the Registration Statement 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 therein a material fact necessary to make the statements therein not misleading, (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 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 the Rights Offering except to the extent any such withdrawal, rescission, termination or modification have been determined in a final and nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from 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 (ii) arisen of 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. In the event that 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 in this Agreement, the Company also agrees periodically to reimburse you on demand for your reasonable legal 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 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, expense, liability or claim incurred by the Company results from your gross negligence, bad faith or willful misconduct in performing the services that are 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: (i) agrees to indemnify and hold harmless you and any officeryour affiliates, directorand the respective directors, partnerofficers, stockholderagents, employee and employees of you and your affiliates and each other entity or agent (includingperson, for the purposes of this Section 7if any, any broker-dealer acting on your behalf and at your request in connection with the Rights Offering) of controlling you or any of such affiliated companies and any entity or person controlling (affiliates within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) you, including any affiliated companies Act (collectively, the you and each such entity or person being referred to as a “Indemnified PersonsDealer Manager Indemnitee”) harmless from and against any losses, damages, liabilities or claims (or actions in respect thereof) to which you may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such and all losses, claims, damages and liabilities (or liabilities 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 may become subject (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) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the any Rights Offering Materials or any Other Materials, including the Registration Statement and the ProspectusMaterial, 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 therein in any Rights Offering Material a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made in the case of any Rights Offering Materials other than the Registration Statement, not misleading, or (B) arise out of any withdrawal, termination, rescission or are based upon modification by the Company of, or failure by the Company to make or consummate, the Rights Offering or (C) any breach by the Company of any representations representation or warranties warranty or failure by the Company to comply with any of its obligations, covenants or the agreements contained herein, or (Cii) otherwise, in any way, arising out of, relating to or in connection with or alleged to, in any way, arise out of any actions taken of, relate to or omitted to be taken by an Indemnified Person at the written request or in connection with the written consent Rights Offering, this Agreement or your role in connection therewith; except in the case of the Company or in conformity with actions taken or omitted to be taken by the Company or clause (Dii) arise out of or are based upon a withdrawal, rescission, termination or modification of or a failure by the Company to make or consummate the Rights Offering except to the extent above for any such withdrawalloss, rescissionclaim, termination damage, liability, or modification have been expense that is determined in a by final and nonappealable judgment by of a court of competent jurisdiction to have resulted primarily from your gross negligencethe fraud, bad faith faith, gross negligence or willful misconduct; misconduct of such Dealer Manager Indemnitee and except in the case of clauses (i)(A) and (iiB) to indemnify and hold you harmless against above for any and all other lossessuch loss, damagesclaim, liabilities damage, liability, or claims (or actions in respect thereof) that otherwise arise expense which arises out of or are is based upon or asserted against you by (A) any person, including, but not limited to, stockholders untrue statement of the Company, a material fact contained in connection with or as a result of your acting as Dealer Manager in connection with the any Rights Offering or that arise in connection with any other matter referred to in this AgreementMaterial, 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 (iiB) arisen of untrue statement or any omission regarding you made to state in the Rights Offering Materials 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 Other Materials 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. In the event that 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 in this Agreement, the Company also agrees to reimburse you on demand for your legal 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 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, expense, liability or claim incurred by the Company results from your gross negligence, bad faith or willful misconduct in performing the services that are 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 thereinDealer Manager Information.

Indemnification of the Dealer Manager. The Company agrees: (i) and the Operating Partnership, jointly and severally, agree to indemnify and hold you and any officeryour directors, directorofficers, partneremployees, stockholdercounsel and agents and each person, employee or agent (includingif any, for the purposes of this Section 7, any broker-dealer acting on your behalf and at your request in connection with the Rights Offering) of who controls you or any of such affiliated companies and any entity or person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) you, including any affiliated companies Act (collectively, the “DM Indemnified Persons”) harmless against any losses, damages, liabilities or claims (or actions in respect thereof) to which you any DM Indemnified Person may become subject, under the Securities Act, Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities to which you may become subject expenses (including, without limitation, any and 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 the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted) (A) arise out of or are based upon an any untrue statement statement, or alleged untrue statement statement, of a material fact contained in the Rights Offering Materials or any Other Materials, including the Registration Statement Statement, the Preliminary Prospectus 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 omission, or alleged omission omission, to state therein a material fact necessary to make the statements therein therein, other than in the case of the Registration Statement, in light of the circumstances under which they were made, not misleading, 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 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 the Rights Offering except to the extent any such withdrawal, rescission, termination or modification have been determined in a final and nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from your gross negligence, bad faith negligence or willful misconduct; provided that that the Company and (ii) the Operating Partnership shall not be liable to indemnify and hold you harmless against any and all other the extent that such losses, claims, damages, liabilities or claims (or actions in respect thereof) that otherwise expenses arise out of or are based upon or asserted against you by from 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 (ii) arisen of untrue statement or omission regarding you made in the Rights Offering Materials or any Other Materials Materials, including the Registration Statement, the Preliminary Prospectus and the Prospectus, or any of the documents incorporated by reference therein, or in any amendment or supplement to any of the foregoing, in reliance upon and in conformity with written information furnished to the Company by you expressly for use therein. In 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 you become involved in any capacity in any action, proceeding or investigation brought were not authorized for such use by or against any person, including stockholders of the Company, in connection with any matter referred to in . For purposes of this Agreement, the Company also agrees to reimburse you on demand for your legal only Dealer Manager Information shall be the following information in the Prospectus: (i) the Dealer Manager’s name and other expenses address and (including ii) 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 first sentence of the Company for or in connection with any matter referred to in this Agreement except to first paragraph under the extent that any loss, damage, expense, liability or claim incurred by the Company results from your gross negligence, bad faith or willful misconduct in performing the services that are the subject caption “Plan 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 thereinDistribution.”