BY IT HEREUNDER AND, FROM TIME TO TIME,
ON DEMAND OF THE RIGHTS AGENT, ITS REASONABLE EXPENSES AND DISBURSEMENTS
(INCLUDING BUT NOT LIMITED TO COUNSEL FEES AND DISBURSEMENTS) INCURRED IN THE
PREPARATION, DELIVERY, AMENDMENT, ADMINISTRATION AND EXECUTION OF THIS AGREEMENT
AND THE EXERCISE AND PERFORMANCE OF ITS DUTIES HEREUNDER.
THE COMPANY ALSO
AGREES TO INDEMNIFY THE RIGHTS AGENT FOR, AND TO HOLD IT HARMLESS AGAINST, ANY
LOSS, LIABILITY, DAMAGE, JUDGMENT, FINE, PENALTY, CLAIM, DEMAND, SETTLEMENT,
COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES
OF LEGAL COUNSEL), INCURRED WITHOUT GROSS NEGLIGENCE, BAD FAITH OR WILLFUL
MISCONDUCT ON THE PART OF THE RIGHTS AGENT (WHICH GROSS NEGLIGENCE, BAD FAITH OR
WILLFUL MISCONDUCT MUST BE DETERMINED BY A FINAL, NON-APPEALABLE ORDER,
JUDGMENT, DECREE OR RULING OF A COURT OF COMPETENT JURISDICTION), FOR ANYTHING
DONE, SUFFERED OR OMITTED BY THE RIGHTS AGENT IN CONNECTION WITH THE ACCEPTANCE,
ADMINISTRATION, EXERCISE AND PERFORMANCE OF ITS DUTIES UNDER THIS AGREEMENT.
THE COSTS AND EXPENSES INCURRED IN ENFORCING THIS RIGHT OF INDEMNIFICATION SHALL
BE PAID BY THE COMPANY.
THE PROVISIONS OF THIS SECTION 18 AND SECTION 20 BELOW
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, THE EXERCISE OR EXPIRATION OF
THE RIGHTS AND THE RESIGNATION, REPLACEMENT OR REMOVAL OF THE RIGHTS AGENT.
ANYTHING TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT WILL THE RIGHTS AGENT BE
LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR
DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN
IF THE RIGHTS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
ANY LIABILITY OF THE RIGHTS AGENT UNDER THIS AGREEMENT WILL BE LIMITED TO THE
AMOUNT OF ANNUAL FEES PAID BY THE COMPANY TO THE RIGHTS AGENT.
(B)
THE RIGHTS AGENT SHALL BE AUTHORIZED AND PROTECTED AND SHALL INCUR
NO LIABILITY FOR, OR IN RESPECT OF ANY ACTION TAKEN, SUFFERED OR OMITTED BY IT
IN CONNECTION WITH, ITS
27
ACCEPTANCE AND ADMINISTRATION OF THIS AGREEMENT AND THE EXERCISE AND PERFORMANCE
OF ITS DUTIES HEREUNDER, IN RELIANCE UPON ANY RIGHTS CERTIFICATE OR CERTIFICATE
FOR THE SHARES OF VOTING STOCK OR FOR OTHER SECURITIES OF THE COMPANY,
INSTRUMENT OF ASSIGNMENT OR TRANSFER, POWER OF ATTORNEY, ENDORSEMENT, AFFIDAVIT,
LETTER, NOTICE, DIRECTION, CONSENT, CERTIFICATE, STATEMENT OR OTHER PAPER OR
DOCUMENT BELIEVED BY IT TO BE GENUINE AND TO BE SIGNED, EXECUTED AND, WHERE
NECESSARY, VERIFIED OR ACKNOWLEDGED, BY THE PROPER PERSON OR PERSONS, OR
OTHERWISE UPON THE ADVICE OF COUNSEL AS SET FORTH IN SECTION 20 HEREOF. THE
RIGHTS AGENT SHALL NOT BE DEEMED TO HAVE KNOWLEDGE OF ANY EVENT OF WHICH IT WAS
SUPPOSED TO RECEIVE NOTICE THEREOF HEREUNDER, AND THE RIGHTS AGENT SHALL BE
FULLY PROTECTED AND SHALL INCUR NO LIABILITY FOR FAILING TO TAKE ACTION IN
CONNECTION THEREWITH UNLESS AND UNTIL IT HAS RECEIVED SUCH NOTICE IN WRITING.
19.
MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT.
ANY
PERSON INTO WHICH THE RIGHTS AGENT OR ANY SUCCESSOR RIGHTS AGENT MAY BE MERGED
OR WITH WHICH IT MAY BE CONSOLIDATED, OR ANY