Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless the Underwriter from and against any losses, claims, damages or liabilities, joint or several, to which the Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f).

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement, the Company agrees to will indemnify and hold harmless and pay and reimburse, each Investor selling such Registrable Securities thereunder, and each other person, if any, who controls such Investor within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such Investor or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including registration statement under which such Registrable Securities were registered under the Rule 430B Information and Securities Act pursuant hereto or any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation of the Securities Act or any state securities or blue sky laws and will reimburse the Underwriter each such Investor and controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage, damage or liability (or action in respect thereof) arises out of or is based upon the Company's reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, conformity with information furnished by any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, such Investor or any such amendment controlling person (whether or supplement, any Issuer Free Writing Prospectus not the Investor or controlling person asserting the claims for indemnification) in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you writing specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f)registration statement or prospectus.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, liabilities to which the Underwriter or such person may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus), or any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Underwriter for any documented legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplementsupplement thereto, or any Issuer Free Writing Prospectus or in any Marketing MaterialsProspectus, in reliance upon and in conformity with written information furnished to the Company by you the Underwriter specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f).

Indemnification and Contribution. (ai) The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Section 5, the Company agrees will, to the extent permitted by law, indemnify and hold harmless the Underwriter from Subscriber, each of the officers, directors, agents, affiliates, members, managers, control persons, and principal shareholders of the Subscriber, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Subscriber or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter Subscriber, or such underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities was registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and Regulations, if applicableSection 5, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances when made, and will subject to the provisions of Section 5(e)(iii) reimburse the Underwriter Subscriber, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable to the Subscriber to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Subscriber failed to send or deliver a copy of the final prospectus delivered by the Company to the Subscriber with or prior to the delivery of written confirmation of the sale by the Subscriber to the person asserting the claim from which such case damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you any such Subscriber in writing specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f)registration statement or prospectus.

Indemnification and Contribution. (a) The Company agrees to To the extent permitted by law, Buyer will indemnify and hold harmless the Underwriter from Sellers, officers and directors of the Company, the partners of Peninsula and any underwriter (as defined in the Securities Act) and each person, if any, who controls any of them or such underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter they may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained or expressly incorporated by reference in the Registration Statementany such registration statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, preliminary prospectus or final prospectus contained therein or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will reimburse the Underwriter Sellers, the officers and directors of the Company, Peninsula and each such underwriter or controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will indemnity agreement contained in this Section 9.5(a) shall not be liable apply to amounts paid in any such case to the extent that settlement of any such loss, claim, damage, liability or action if such settlement is effected without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), nor shall the Buyer be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementconnection with such registration statement, any Preliminary Prospectuspreliminary prospectus, the Time of Sale Disclosure Package, the Prospectus, final prospectus or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement thereto in reliance upon and in conformity with written information furnished to the Company by you specifically expressly for use in the preparation thereof; it being understood and agreed that the only information furnished connection with such registration by you consists of the information described as Sellers or by any such in Section 6(f)underwriter selected by Seller, or any person controlling such underwriter.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless the each Underwriter from and against any losses, claims, damages or liabilities, joint or several, to which the such Underwriter may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430C of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurredaction; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, supplement or any Issuer Free Writing Prospectus or in any Marketing MaterialsProspectus, in reliance upon and in conformity with written information furnished to the Company by you you, or by any Underwriter through you, specifically for use in the preparation thereof; . In addition to its other obligations under this Section 6(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 6(a), it being understood will reimburse each Underwriter on a monthly basis for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and agreed that the only information furnished by you consists enforceability of the information described as Company’s obligation to reimburse the Underwriters for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, the Underwriter that received such payment shall promptly return it to the party or parties that made such payment, together with interest, compounded daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by U.S. Bank, N.A. (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Underwriter within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement shall be in Section 6(f)addition to any liabilities which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, each of its officers and directors and affiliates and each person, if any, who controls such Underwriter within the Underwriter from meaning of Section 15 of the Act or Section 20 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), against any losses, claims, damages or liabilities, joint or several, to which the such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, Registration Statement or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will promptly reimburse the each Underwriter for any legal or other expenses reasonably incurred by it such Underwriter in connection with investigating investigating, preparing to defend or defending against defending, or appearing as a third- party witness in connection with, any such loss, action or claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Registration Statement or Prospectus or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriters through you specifically expressly for use in the preparation thereoftherein; it being understood and agreed provided, further, that the only information furnished by you consists foregoing indemnity agreement with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling such Underwriter, if a copy of the information described Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such in Section 6(f)Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities.

Indemnification and Contribution. (a) The Company Mexico agrees to indemnify and hold harmless each of you, the Underwriter from directors, officers, employees and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter you, they or any of you or them may become subject, subject under the Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulationspreliminary prospectus, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, or the Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter each such indemnified party for any legal or other expenses expenses, as incurred, reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company (i) Mexico will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, therein in reliance upon and in conformity with written information furnished to the Company Mexico by any of you specifically for use inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the preparation thereof; it being understood Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and agreed that hold harmless each Agent against any requirement under the only information furnished by you consists laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the information described as Notes to such in Section 6(f)Agent by Mexico.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless the each Underwriter from and against any losses, claims, damages or liabilities, joint or several, to which the such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you you, or by any Underwriter through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you an Underwriter consists of the information described as such in Section 6(f6(g).

Indemnification and Contribution. (a) The Company agrees to Seller and the Servicer shall, jointly and severally, indemnify and hold each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each, a “Control Person”) and the respective officers, directors, agents and employees of any of the foregoing harmless the Underwriter from and against any losses, claims, damages or liabilities, joint or several, to which the such Underwriter or Control Person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant Preliminary Prospectus (it being understood that such indemnification with respect to the Rules Preliminary Prospectus does not include the omission of pricing and Regulationsprice-dependent information, if applicablewhich information shall of necessity appear only in the Final Prospectus), any Preliminary the Ratings Free Writing Prospectus, the Time of Sale Disclosure Package, the Final Prospectus, any Form ABS-15G furnished to the Commission on XXXXX with respect to the transactions contemplated by this Agreement (each, a “Furnished ABS-15G”) or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the each Underwriter and Control Person for any legal or other expenses reasonably incurred by it such Underwriter or Control Person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company Seller nor the Servicer will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, from any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, documents in reliance upon and in conformity with written information furnished to the Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described Underwriter Information (as such in Section 6(fdefined below).

Indemnification and Contribution. (a) The Company agrees to Partnership shall indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, affiliates of any Underwriter who have participated in the distribution of securities as underwriters, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Units), to which the Underwriter that Underwriter, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Basic Prospectus, the Time of Sale Pricing Disclosure Package, Package or the Prospectus, Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials “issuer information” filed or information provided required to investors by, or with be filed pursuant to Rule 433(d) under the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the each Underwriter and each such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by it that Underwriter, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will Partnership shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary the Basic Prospectus, the Time of Sale Pricing Disclosure Package, Package or the Prospectus, or in any such amendment or supplementsupplement thereto, or any Issuer Free Writing Prospectus or in any Marketing MaterialsProspectus, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company Partnership through the Underwriters by you or on behalf of any Underwriter specifically for use in the preparation thereof; it being understood and agreed that the only inclusion therein, which information furnished by you consists solely of the information described as such specified in Section 6(f9(e). The foregoing indemnity agreement is in addition to any liability which the Partnership may otherwise have to any Underwriter or to any director, officer, employee or controlling person of that Underwriter.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Agent and each person, if any, who controls any Agent within the Underwriter from and meaning of the Act against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such Agent or such controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, or the Prospectus, or in any amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any materials or information provided preliminary prospectus relating to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will, as such expenses are incurred, reimburse each Agent and will reimburse the Underwriter each such controlling person for any legal or other expenses reasonably incurred by it such Agent or such controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable to an Agent or person controlling such Agent in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, documents in reliance upon and in conformity with written information furnished to the Company by you such Agent through the Lead Agent specifically for use therein; and provided further, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to the preparation thereof; it being understood Securities, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Agent (or to the benefit of any person controlling such Agent) from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extant that any such loss, claim, damage or liability of such Agent or such controlling person results from the fact that a copy of the Prospectus was not sent or given to any person at or prior to the written confirmation of the sale of such Securities to such person (provided that such Prospectus did not contain any such untrue statement or omission or alleged untrue statement or omission and agreed such Prospectus was delivered to such Agent by the Company on a timely basis enabling such Agent so to send or give a copy of such Prospectus in accordance with such Agent’s customary procedures). This indemnity agreement will be in addition to any liability that the only information furnished by you consists of the information described as such in Section 6(f)Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to and each of the Guarantors shall jointly and severally indemnify and hold harmless each Initial Purchaser, its affiliates, directors, officers and employees and each person, if any, who controls any Initial Purchaser within the Underwriter meaning of the Securities Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities), to which the Underwriter that Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), subject insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary ProspectusOffering Memorandum, the Time of Sale Disclosure Package, any Issuer Written Communication or the ProspectusOffering Memorandum or in any amendment or supplement thereto, (ii) the omission or alleged omission to state in any of the Preliminary Offering Memorandum, the Disclosure Package, any Issuer Written Communication or the Offering Memorandum, or in any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, or (iii) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and will that is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that neither the Company nor any Guarantor shall be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct), and shall reimburse the Underwriter each Initial Purchaser and each such affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by it that Initial Purchaser, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company will not nor any Guarantor shall be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary ProspectusOffering Memorandum, the Time of Sale Disclosure Package, any Issuer Written Communication or the ProspectusOffering Memorandum, or in any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to the Company through the Representative by you or on behalf of such Initial Purchaser specifically for use in the preparation thereof; it being understood and agreed that the only inclusion therein which information furnished by you consists solely of the information described as such specified in Section 6(f7(e). The foregoing indemnity agreement is in addition to any liability that the Company or any of the Guarantors may otherwise have to any Initial Purchaser or to any affiliate, director, officer, employee or controlling person of that Initial Purchaser.

Indemnification and Contribution. (a) The In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 2 or 3, the Company agrees to will indemnify and hold harmless each seller of such Restricted Stock thereunder, each underwriter of such Restricted Stock thereunder and each other person, if any, who controls such seller or underwriter within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages or liabilitiesliabilities (including, without limitation, any legal or other expenses reasonably incurred by such Shareholder or any such controlling person in connection with defending or investigating any such action or claim), joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at under which such Restricted Stock was registered under the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and Regulations, if applicableSections 2 or 3, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; action, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statementconformity with information furnished by any such seller, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, such underwriter or any such amendment or supplement, any Issuer Free Writing Prospectus or controlling person in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you writing specifically for use in the preparation thereof; it being understood and such Registration Statement or prospectus. It is agreed that the only information furnished by you consists indemnity agreement contained in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the information described as such in Section 6(fCompany (which consent shall not be unreasonably withheld or delayed).

Indemnification and Contribution. (a) The In the case of each offering of Registrable Securities made pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless each Holder, its officers, directors and affiliates, each underwriter of Registrable Securities so offered and each Person, if any, who controls any of the Underwriter foregoing Persons within the meaning of the Securities Act (“Holder Indemnitees”), from and against any and all claims, liabilities, losses, claimsdamages, damages or liabilitiesexpenses and judgments, joint or several, to which the Underwriter they or any of them may become subject, under the Securities Act or otherwise (otherwise, including any amount paid in settlement of any litigation if such settlement is effected commenced or threatened, and shall promptly reimburse them, as and when incurred, for any legal or other expenses reasonably incurred by them in connection with the written consent of the Company)investigating any claims and defending any actions, insofar as such losses, claims, damages damages, liabilities or liabilities (or actions in respect thereof) actions, shall arise out of, or should be based upon, any violation or alleged violation by the Company of the Securities Act, any blue sky laws, securities laws or other applicable laws of any state or country in which the Registrable Securities are offered and relating to action taken or action or inaction required of the Company in connection with such offering, or shall arise out of, or shall be based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and registration statement (or in any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant preliminary or final prospectus included therein) relating to the Rules offering and Regulations, if applicable, any Preliminary Prospectus, the Time sale of Sale Disclosure Package, the Prospectussuch Registrable Securities, or any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors bydocument incorporated by reference therein, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable to any Holder Indemnitee in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement, or any omission, if such statement or omission or alleged omission shall have been made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company in writing by you or on behalf of such Holder specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as registration statement (or in any preliminary or final prospectus included therein), or any amendment thereof or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder and shall survive the transfer of such securities. The foregoing indemnity agreement is in Section 6(f)addition to any liability which the Company may otherwise have to any Holder Indemnitee.

Indemnification and Contribution. (a) The Company agrees to and each Guarantor, jointly and severally, shall indemnify and hold harmless each Underwriter, its directors, officers and each person, if any, who controls any Underwriter within the Underwriter meaning of the Securities Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which the Underwriter that Underwriter, director, officer or controlling person may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement thereto, (ii) the omission or alleged omission to state in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleadingmisleading or (iii) any act or failure to act, or any alleged act or failure to act, by any Underwriter in connection with, or relating in any manner to, the Notes or the offering contemplated hereby, and will which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company and the Guarantors shall not be liable in the case of any matter covered by this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such act or failure to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse the that Underwriter and each director, officer and controlling person promptly upon demand for any legal or other expenses reasonably incurred by it that Underwriter, director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, Package any Issuer Free Writing Prospectus or the Prospectus, as applicable, or in any Marketing Materialssuch amendment or supplement, in reliance upon and in conformity with the written information furnished to the Company by you or on behalf of any Underwriter specifically for use inclusion therein and described in Section 8(e). The foregoing indemnity agreement is in addition to any liability which the preparation thereof; it being understood and agreed that the only information furnished by you consists Company or any of the information described as such in Section 6(f)Guarantors may otherwise have to any Underwriter or to any officer, employee or controlling person of any Underwriter.

Indemnification and Contribution. (a) a. The Company agrees to shall indemnify and hold harmless the Underwriter from Initial Purchaser and each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Person, if any, who controls the Initial Purchaser or any such Holder, as applicable, within the meaning of either the 1933 Act or the 1934 Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which the Underwriter any of them may become subject, under the 1933 Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, including the Rule 430B Information and or in any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse the Underwriter each such party for any legal or other expenses reasonably incurred by it such party in connection with investigating or defending against any such loss, claim, damage, liability action or action claim as such expenses are incurred; provided, however, that that: (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged Holder Information; (ii) with respect to any untrue statement or omission or alleged omission of material fact made in the any Shelf Registration Statement, or in any Preliminary Prospectus, the Time indemnity agreement contained in this Section 5(a) shall not inure to the benefit of Sale Disclosure Packagean Indemnified Holder from whom the Person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of such Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, or and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplementsupplements thereto, any Issuer Free Writing was required by the 1933 Act to be made to such Person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or in any Marketing Materialssupplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, in reliance upon and in conformity with written information furnished at or prior to the Company by you specifically for use written confirmation of the sale of such securities to such Person, a copy of such amendments or supplements to the Prospectus; and (iii) the indemnification provisions of this Section shall not apply to amounts paid in settlement of any loss, claim, damage or liability if such settlement is effected without the preparation thereof; it being understood and agreed prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. This indemnity agreement will be in addition to any liability that the only information furnished Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by you consists a Notice Holder who has previously received notice from the Company of the information described as such in commencement of the Suspension Period pursuant to Section 6(f3(c)(vii).

Indemnification and Contribution. (a) The Company agrees Each Offeror agrees, -------------------------------- jointly and severally, to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the Underwriter from and meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter they or any of them may become subject, subject under the Act Securities Act, the Securities Exchange Act, or otherwise any other statute or common law and to reimburse each such Underwriter and controlling person for any legal or other expenses (including including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in settlement of connection with investigating or defending any litigation if such settlement is effected losses, claims, damages, or liabilities, or in connection with the written consent of the Company)defending any actions, insofar as such losses, claims, damages or liabilities (damages, liabilities, expenses or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, or the Prospectus, or in either such document as amended or supplemented (if any amendment amendments or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronicallysupplements thereto shall have been furnished), or arise out any Preliminary Prospectus (if and when used prior to the effective date of the Registration Statement), or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the foregoing agreement, insofar as it relates to any Preliminary Prospectus, shall not inure to the benefit of any Underwriter (or to the benefit of any person who controls such Underwriter) on account of any losses, claims, damages or liabilities arising out of the sale of any of the Capital Securities by such Underwriter to any person if it shall be established that a copy of the Prospectus, excluding any documents incorporated by reference (as supplemented or amended, if Dominion shall have made any supplements or amendments which have been furnished to the Representatives), shall not have been sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale to such person in any case where such delivery is required by the Securities Act and the Offerors satisfied their obligations pursuant to Section 5(a) hereof, if the misstatement or omission leading to such loss, claim, damage or liability was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or supplemented, and will reimburse such correction would have cured the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against defect giving rise to such loss, claim, damage, liability or action as such expenses are incurredliability; providedand provided further, however, that the Company will indemnity agreement contained in this Section 8(a) shall not be liable in apply to any such case to the extent that any such losslosses, claimclaims, damagedamages, liability liabilities, expenses or action arises actions arising out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectusstatement, or any such amendment omission or supplementalleged omission, any Issuer Free Writing Prospectus if such statement or in any Marketing Materials, omission was made in reliance upon and in conformity with written information furnished herein or otherwise in writing to the Company Offerors by you specifically or on behalf of any Underwriter for use in the preparation thereof; it being understood and agreed that Registration Statement or any amendment thereto, in the only information furnished by you consists Prospectus or any supplement thereto, or in any Preliminary Prospectus. The indemnity agreement of the information described as such Offerors contained in this Section 8(a) and the representations and warranties of the Offerors contained in Section 6(f)1 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any such controlling person, and shall survive the delivery of the Capital Securities.

Indemnification and Contribution. (a) The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless the Underwriter from seller of such Registrable Shares, each underwriter of such Registrable Shares, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Act Securities Act, the Exchange Act, state securities or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse the Underwriter such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by it such seller, underwriter or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; providedPROVIDED, howeverHOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made in the such Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by you or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each seller of Registrable Shares, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; it being understood and agreed PROVIDED, HOWEVER, that the only information furnished obligations of a Stockholder hereunder shall be limited to an amount equal to the proceeds to such Stockholder of Registrable Shares sold as contemplated herein. Each party entitled to indemnification under this Section 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; PROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by you consists the Indemnified Party (whose approval shall not be unreasonably withheld); and, PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that the Indemnifying Party is adversely affected by such failure. The Indemnified Party may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 6 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information described as supplied by the Company or the Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph of Section 6, in no case shall any one Stockholder be liable or responsible for any amount in excess of the net proceeds received by such Stockholder from the offering of Registrable Shares; PROVIDED, HOWEVER, that no person guilty of fraudulent misrepresentation (within the meaning of Section 6(f)11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its written consent.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless the Underwriter from and each Remarketing Agent against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such Remarketing Agent may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including General Disclosure Package or the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Prospectus (or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), ) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) in the event any Remarketing Agent is named as a defendant in any proceeding relating to the remarketing of the Notes, except to the extent finally judicially determined to be due to its gross negligence or willful misconduct; and will reimburse the Underwriter each Remarketing Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, therein in reliance upon and in conformity with written information furnished to the Company by you or on behalf of any Remarketing Agent, specifically for use in the preparation thereof; it being understood and agreed provided, further, that the only information furnished foregoing indemnity agreement with respect to the Registration Statement, General Disclosure Package or Prospectus shall not inure to the benefit of any Remarketing Agent from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling such Remarketing Agent where it shall have been determined by you consists a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the time when sales of the information described Notes are first made (the “Time of Sale”) the Company shall have notified such Remarketing Agent that the Registration Statement, General Disclosure Package or Prospectus contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Registration Statement, General Disclosure Package, Prospectus or, where permitted by law, an Issuer Free Writing Prospectus and such corrected Registration Statement, General Disclosure Package, Prospectus or Issuer Free Writing Prospectus was provided to such Remarketing Agent far enough in advance of the Time of Sale so that such corrected Registration Statement, General Disclosure Package, Prospectus or Issuer Free Writing Prospectus could have been provided to such person prior to the Time of Sale, (iii) the Remarketing Agent did not send or give such corrected Registration Statement, General Disclosure Package, Prospectus or Issuer Free Writing Prospectus to such person at or prior to the Time of Sale of the Securities to such person, and (iv) such loss, claim, damage or liability would not have occurred had the Remarketing Agent delivered the corrected Registration Statement, General Disclosure Package, Prospectus or Issuer Free Writing Prospectus to such person as such provided for in Section 6(f)clause (iii) above.

Indemnification and Contribution. (a) The Upon the Registration of Applicable Securities pursuant to Section 5.1 or Section 5.2 hereof, the Company agrees to shall indemnify and hold harmless each Electing Holder and each underwriter, selling agent or other securities professional, if any, which facilitates the Underwriter from disposition of Applicable Securities, and each of their respective officers and directors and each person who controls such Electing Holder, underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such Indemnified Person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, including the Rule 430B Information and any other information deemed Statement under which such Applicable Securities are to be a part of registered under the Registration Statement at the time of effectiveness and at Securities Act, or any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the ProspectusProspectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will the Company hereby agrees to reimburse the Underwriter such Indemnified Person for any reasonable and documented legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability action or action claim as such expenses are incurred; provided, however, that the Company will shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage, liability or action expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the such Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Statement or Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you specifically such Indemnified Person or its agent expressly for use in the preparation thereoftherein; it being understood and agreed provided, further, that the only information furnished by you consists Company shall not be liable to the extent that any loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon the information described use of any Prospectus after such time as the Company has advised the Electing Holder in writing that a post-effective amendment or supplement thereto is required, except such in Section 6(f)Prospectus as so amended or supplemented.

Indemnification and Contribution. (a) The In the event of any registration of any of the Shares hereunder, the Company agrees will enter into customary indemnification arrangements to indemnify and hold harmless each of the Underwriter from Selling Holders, each of their respective directors, officers, employees, advisors and agents, each Person who participates as an underwriter in the offering or sale of such securities, each director, officer, employee, advisor and agent of each underwriter and each Person, if any, who controls each such Selling Holder or any such underwriter within the meaning of the Securities Act (collectively, the “Holder Covered Persons”) against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which the Underwriter such Person may become subject, be subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any related registration statement filed under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableSecurities Act, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any materials or information provided to investors bydocument incorporated by reference therein, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including ii) any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of any prospectus, in light of the circumstances under which they were made), and the Company will reimburse the Underwriter each such Holder Covered Person, as incurred, for any legal or any other expenses reasonably incurred by it such Holder Covered Person in connection with investigating or defending against any such loss, claim, damageliability, liability action or action as such expenses are incurredproceeding; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any Preliminary Prospectussuch preliminary prospectus or final prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company after the Separation Date by you such Selling Holder or such underwriter specifically for use in the preparation thereof; . Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder Covered Person and shall survive the transfer of such securities by the Selling Holders. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (a) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 6, but it being understood is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and agreed the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 6, then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the only information furnished public offering price of its Shares offered by you consists and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and the other Selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (i) no such Holder will be required to contribute any amount in excess of the information described as net amount of proceeds of all such in Shares offered and sold by such Holder pursuant to such registration statement and (ii) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 6(f)11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) The To the extent permitted by law, the Company agrees to will indemnify and hold harmless each selling Holder, any investment banking firm acting as an underwriter for the Underwriter from selling Holder, any broker/dealer acting on behalf of any selling Holder and each officer and director of such selling Holder, such underwriter, such broker/dealer and each person, if any, who controls such selling Holder, underwriter or broker/dealer within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter they may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Rule 430B Information and in any other information deemed preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment such preliminary prospectus or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they are made; and will reimburse the Underwriter such selling Holder, such underwriter, broker/dealer or such officer, director or controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the liability of the Company will not to each selling Holder hereunder shall be liable in any such case limited to the extent gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement, provided, further that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with the Registration Statement, any Preliminary Prospectus, preliminary prospectus or final prospectus relating thereto or any amendments or supplements to the Time of Sale Disclosure Package, the Prospectus, Registration Statement or any such amendment preliminary prospectus or supplement, any Issuer Free Writing Prospectus or in any Marketing Materialsfinal prospectus, in reliance upon and in conformity with written information furnished to the Company by you specifically expressly for use in connection with the preparation thereof; it being understood and agreed that Registration Statement or any such preliminary prospectus or final prospectus by the only information furnished by you consists selling Holder, any underwriter for them or controlling person with respect to them. This Section 8(a) shall not inure to the benefit of any selling Holder with respect to any person asserting loss, damage, liability or action as a result of a selling Holder selling Registrable Securities during a Suspension Period (as defined in Section 10 hereof) or selling in violation of Section 5(c) of the information described as such in Section 6(f)Securities Act.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Securities or New Securities, as the Underwriter from case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each person who controls any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter they or any of them may become subject, subject under the Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at as originally filed or in any subsequent time pursuant to the Rules and Regulationsamendment thereof, if applicable, or in any Preliminary Prospectus, the Time of Sale Disclosure Package, preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse the Underwriter each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, therein in reliance upon and in conformity with written information furnished to the Company by you or on behalf of any such Holder specifically for use inclusion therein. This indemnity agreement will be in addition to any liability which the preparation thereof; it being understood Company may otherwise have. The Company also agrees to indemnify or contribute as provided in Section 6(d) to the Losses of any underwriter of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and agreed each person who controls such underwriter on substantially the same basis as that the only information furnished by you consists of the information described indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as such provided in Section 6(f)4(o) hereof.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the Underwriter from and meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter they or any of them may become subject, subject under the Act Securities Act, the Securities Exchange Act, or otherwise any other statute or common law and to reimburse each such Underwriter and controlling person for any legal or other expenses (including including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in settlement of connection with investigating or defending any litigation if such settlement is effected losses, claims, damages, or liabilities, or in connection with the written consent of the Company)defending any actions, insofar as such losses, claims, damages or liabilities (damages, liabilities, expenses or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, or the Prospectus, or in either such document as amended or supplemented (if any amendment amendments or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronicallysupplements thereto shall have been furnished), or arise out of any preliminary Prospectus (if and when used prior to the date hereof), or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the foregoing indemnity agreement, insofar as it relates to any preliminary Prospectus, shall not inure to the benefit of any Underwriter (or to the benefit of any person who controls such Underwriter) on account of any losses, claims, damages or liabilities arising out of the sale of any of the Senior Notes by such Underwriter to any person if it shall be established that a copy of the Prospectus, excluding any documents incorporated by reference (as supplemented or amended, if the Company shall have made any supplements or amendments which have been furnished to the Representatives), shall not have been sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale to such person in any case where such delivery is required by the Securities Act and the Company satisfied its obligations pursuant to Section 6(a) hereof, if the misstatement or omission leading to such loss, claim, damage or liability was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or supplemented, and will reimburse such correction would have cured the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against defect giving rise to such loss, claim, damage, liability or action as such expenses are incurredliability; providedand provided further, however, that the Company will indemnity agreement contained in this Section 9(a) shall not be liable in apply to any such case to the extent that any such losslosses, claimclaims, damagedamages, liability liabilities, expenses or action arises actions arising out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectusstatement, or any such amendment omission or supplementalleged omission, any Issuer Free Writing Prospectus if such statement or in any Marketing Materials, omission was made in reliance upon and in conformity with written information furnished herein or otherwise in writing to the The Company by you specifically or on behalf of any Underwriter for use in the preparation thereof; it being understood Registration Statement or any amendment thereto, in the Prospectus or any supplement thereto, or in any preliminary Prospectus. The indemnity agreement of The Company contained in this Section 9(a) and agreed that the only information furnished representations and warranties of The Company contained in Section 3 hereof shall remain operative and in full force and effect, regardless of any investigation made by you consists or on behalf of any Underwriter or any such controlling person, and shall survive the delivery of the information described as such in Section 6(f)Senior Notes.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless the Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, liabilities to which the Underwriter or such person may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430A, 430B or 430C, as applicable, of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Underwriter for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable for any such losses, claims, damages, liabilities, expenses or actions in any such case to the extent that any such loss, claim, damage, liability liability, expense or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, supplement thereto or any Issuer Free Writing Prospectus or in any Marketing MaterialsProspectus, in reliance upon and in conformity with written information furnished to the Company by you the Underwriter or the Selling Stockholder specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists , including any description of the information described as such transaction provided by the Underwriter in Section 6(f).Schedule I.

Indemnification and Contribution. (ai) The In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to this paragraph 4, the Company agrees to will indemnify and hold harmless each seller of such Restricted Stock thereunder, and each other person, if any, who controls such seller within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Restricted Stock was registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and Regulations, if applicablethis paragraph 4, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter each such seller and each such controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; action, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission (A) so made in the Registration Statement, conformity with information furnished by any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, such seller or any such amendment or supplement, any Issuer Free Writing Prospectus or controlling person in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you writing specifically for use in the preparation thereof; it being understood such registration statement or prospectus, or (B) contained in a preliminary prospectus and agreed that the only information furnished by you consists subsequently corrected in a final or amended prospectus copies of the information described as which were delivered to any such in Section 6(f)seller or any such controlling person on a timely basis.

Indemnification and Contribution. (a) The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company agrees will, to the extent permitted by law, indemnify and hold harmless each selling Stockholder (including each member, partner, officer or director thereof), each underwriter of such seller of such Registrable Shares, and each other person, if any, who controls such seller or underwriter within the Underwriter from and meaning of the Securities Act or the Exchange Act against any expenses, losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Act Securities Act, the Exchange Act, state securities or otherwise (Blue Sky laws or otherwise, including any of the foregoing incurred in connection with the settlement of any litigation if such settlement is effected with the written consent of the Company)commenced or threatened litigation, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws in connection with the offering covered by such Registration Statement; and the Company will reimburse the Underwriter such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by it such seller, underwriter or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made in the such Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectusfinal prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reasonable reliance upon and in conformity with written information furnished (or not furnished in the case of an omission or alleged omission) to the Company Company, in writing, by you or on behalf of any seller, underwriter or controlling person specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f).

Indemnification and Contribution. (a) The Upon the Registration of Applicable Securities pursuant to Section 2, 3 or 4 hereof, the Company agrees to shall indemnify and hold harmless the Holders and each Underwriter, if any, which facilitates the disposition of Applicable Securities, and each of their respective officers and directors and any Person who controls the Holders or each Underwriter from and within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such Indemnified Person may become subject, subject under the Act Securities Act, Canadian Securities Laws, if applicable, or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, including the Rule 430B Information and any other information deemed Statement or corresponding Canadian Prospectus under which such Applicable Securities are to be a part of registered or qualified under the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and RegulationsSecurities Act or Canadian Securities Laws, if applicable, or any Preliminary Prospectus, Prospectus contained therein or furnished by the Time of Sale Disclosure Package, the ProspectusCompany to any Indemnified Person, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will the Company hereby agrees to reimburse the Underwriter such Indemnified Person for any reasonable and documented legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, action or claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the such Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Statement or Prospectus, or any such amendment or supplementsupplement or Canadian Prospectus, any Issuer Free Writing Prospectus or in any Marketing Materialsif applicable, in reliance upon and in conformity with written information furnished to the Company by you specifically a Holder or other Indemnified Person or its agent expressly for use therein; provided further, however, that the Company shall not be liable to the extent that any loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) the use of any Prospectus or Canadian Prospectus, if applicable, after such time as the obligation of the Company to keep the same effective and current has expired, or (ii) the use of any Prospectus or Canadian Prospectus, if applicable, after such time as the Company has advised the Holders in writing that a post-effective amendment or supplement thereto is required, except such Prospectus or Canadian Prospectus, if applicable, as so amended or supplemented; and provided further, however, that the Company shall not be liable to any Person who participates as an Underwriter in the preparation thereof; it being understood and agreed that offering or sale of Registrable Securities or any other Person, if any, who controls such Underwriter within the only information furnished by you consists meaning of the information Securities Act, to the extent that any loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of the matters described as in the first proviso of this sentence or in (i) or (ii) above or such Person’s failure to send or give a copy of a corrected preliminary Prospectus (including, if permitted by law, an issuer free writing prospectus), supplement or amendment or Canadian Prospectus, if applicable, to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission prior to the time of sale of Applicable Securities to such Person if such statement or omission was timely corrected in Section 6(f)such Prospectus, supplement or amendment or Canadian Prospectus, if applicable.

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 4.1 or 4.2 hereof, the Company agrees to will indemnify and hold harmless Investor, its directors and its officers (provided Investor is a seller of Registrable Securities thereunder), each underwriter of such Registrable Securities thereunder, and each other person, if any, who controls Investor, its directors and its officers or underwriter within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages damages, or liabilities, joint or several, to which the Underwriter Investor, its directors and officers, such underwriter or such person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which any shares of Registrable Securities were registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and RegulationsSection 4.1, if applicable4.2, or 4.3 hereof, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors bythereof, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter Investor, its directors and officers, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by it any of them in connection with investigating or defending against any such loss, claim, damage, liability liability, or action as such expenses are incurredaction; providedPROVIDED, howeverHOWEVER, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage, or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you an Investor, its directors and its officers, such underwriter and such controlling person in writing specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f)registration statement or prospectus.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless the Underwriter from Standby Purchasers and each other Person who participated in the offering of any Securities hereunder and each other Person, if any, who controls either Standby Purchaser or such participating Person within the meaning of the Securities Act (all such Persons being hereinafter referred to, collectively, as the “Standby Indemnified Persons”), against any losses, claims, damages or liabilities, joint or several, to which any of the Underwriter Standby Indemnified Persons may become subjectsubject as a result of (i) any breach by the Company of any of its representations or warranties contained herein or in any certificate delivered hereunder or (ii) this Agreement or the performance of the transactions contemplated hereby, including under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or (A) any alleged untrue statement of a any material fact contained contained, on the effective date thereof, in any registration statement under which such securities were registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableSecurities Act, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (B) any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Underwriter each such Standby Indemnified Person for any reasonable legal or any other expenses reasonably incurred by it such Standby Indemnified Person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable in any such case to any Standby Indemnified Person to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement any actual or alleged untrue statement or omission actual or alleged omission made in the Registration Statementsuch registration statement, any Preliminary Prospectuspreliminary prospectus, the Time of Sale Disclosure Package, the Prospectus, prospectus or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company by you such Standby Indemnified Person specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Standby Indemnified Person, and shall survive the preparation thereof; it being understood and agreed that the only information furnished transfer of such Securities or New Shares by you consists of the information described as such in Section 6(f)Standby Indemnified Person.

Indemnification and Contribution. (a) The a. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 2 or Section 3, the Company agrees to will indemnify and hold harmless each seller of such Restricted Stock thereunder, each underwriter of such Restricted Stock thereunder and each other person, if any, who controls any such seller or underwriter within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged any untrue statement of a any material fact contained in any registration statement under which such Restricted Stock was registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and Regulations, if applicableSection 2 or Section 3, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission so made in conformity with information furnished by any seller, any underwriter or any controlling person specifically for use in such registration statement or prospectus. It is agreed that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action arises out if such settlement is effected without the consent of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f(which consent shall not be unreasonably withheld or delayed).

Indemnification and Contribution. (a) The Company agrees to Issuer shall indemnify and hold harmless each Holder, such Holder’s officers, directors, partners and employees and each person, if any, who controls such Holder within the Underwriter meaning of the Securities Act (each, an “Indemnified Holder”), from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which the Underwriter such Indemnified Holder may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as any such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Shelf Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon ii) the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will shall reimburse the Underwriter each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by it such Indemnified Holder in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Statement or any such Prospectus or amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement thereto in reliance upon and in conformity with written information furnished to the Company Issuer by you specifically for use in the preparation thereofor on behalf of such Holder; it being understood and agreed provided, further, that the only information furnished by you consists Issuer shall not be liable for any loss, liability, claim, damage or expense to the extent that it arises from a sale of the information described as Transfer Restricted Securities occurring during a Suspension Period, provided that Issuer shall have provided such in Section 6(f)Holder a Suspension Notice with respect to such Suspension Period prior to such sale.

Indemnification and Contribution. (a) The Company agrees and each of the Selling Shareholders, severally and not jointly, agree to indemnify and hold harmless each Underwriter, and each person, if any, who controls any Underwriter within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the such Underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Effective Prospectus or Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials Blue Sky application or other written information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (whether in person or electronically), a "Blue Sky Application") or arise out of or are based upon the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or Final Prospectus or any amendment or supplement thereto or any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the each Underwriter and each such controlling person for any legal or other expenses reasonably incurred by it such Underwriter or such controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Selling Shareholders will not be liable in any such case to the extent that any such loss, claim, damage, or liability or action arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Effective Prospectus or any Final Prospectus or such amendment or supplement, such supplement or any Issuer Free Writing Prospectus or in any Marketing Materials, Blue Sky Application in reliance upon and in conformity with written information furnished to the Company by you any Underwriter specifically for use in the preparation thereof; therein (it being understood and agreed that the only information furnished so provided by you consists of the Underwriters is the information described as such included in Section 6(fthe last paragraph on the cover page and in the first, third and fourth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and the Final Prospectus and the Effective Prospectus).

Indemnification and Contribution. (a) The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless the Underwriter from seller of such Registrable Shares, each underwriter of such Registrable Shares, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Act Securities Act, the Exchange Act, state securities or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse the Underwriter such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred incurred, as such expenses are incurred, by it such seller, underwriter or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made in the such Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by you or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f).

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Agent and each person, if any, who controls any Agent within the Underwriter from and meaning of the Act against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such Agent or such controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including Statement or the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Prospectus (or in any amendment or supplement thereto), any Issuer applicable Free Writing Prospectus or in any materials or information provided applicable Time of Sale Information relating to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)Program Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will, as such expenses are incurred, reimburse each Agent and will reimburse the Underwriter each such controlling person for any legal or other expenses reasonably incurred by it such Agent or such controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable to an Agent or person controlling such Agent in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, documents in reliance upon and in conformity with written information furnished to the Company by you such Agent specifically for use therein; and provided further, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any Time of Sale Information relating to the preparation thereof; it being understood and agreed Program Securities, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Agent (or to the benefit of any person controlling such Agent) from whom the person asserting any such losses, claims, damages or liabilities purchased the applicable Program Securities, to the extent that any such loss, claim, damage or liability of such Agent or such controlling person results from the fact that a copy of any subsequent Time of Sale Information (which did not contain any such untrue statement or omission or alleged untrue statement or omission) was delivered to such Agent by the Company on a timely basis enabling such Agent so to send, give or make available a copy of such subsequent Time of Sale Information in accordance with such Agent’s customary procedures. This indemnity agreement will be in addition to any liability that the only information furnished by you consists of the information described as such in Section 6(f)Company may otherwise have.

Indemnification and Contribution. (a) The In connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any Participating Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell Exchange Notes, to the extent permitted by law, the Company agrees to shall indemnify and hold harmless each Holder of Registrable Notes included within any such Shelf Registration Statement and each Participating Broker-Dealer or Initial Purchaser selling Exchange Notes, its officers and directors and each Person, if any, who controls any such Person within the Underwriter from and meaning of Section 15 of the Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter you, they or any of you or them may become subject, subject under the Exchange Act or otherwise (including otherwise, and to reimburse you and such controlling person or persons, if any, for any legal or other expenses incurred by you or them in settlement of connection with defending any litigation if such settlement is effected with the written consent of the Company)action, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon an any alleged untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at or in any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or if the Company shall furnish or cause to be furnished to you any amendment amendments or supplement theretoany supplements to any Prospectus, any Issuer Free Writing Prospectus or in any materials Prospectus covering Registrable Notes or information provided to investors byExchange Notes, as applicable, as so amended or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)supplemented, or arise out of or are based upon the any alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action except insofar as such expenses are incurred; providedlosses, howeverclaims, that the Company will not be liable in any such case to the extent that any such lossdamages, claim, damage, liability liabilities or action arises actions arise out of or is are based upon an untrue statement or any such alleged untrue statement or omission, or untrue statement or omission or alleged omission which was made in the a Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Statement or in a Prospectus, or any in such amendment Prospectus as so amended or supplement, any Issuer Free Writing Prospectus or in any Marketing Materialssupplemented, in reliance upon and in conformity with written information furnished in writing to the Company by you specifically or through any Initial Purchaser or Participating Broker-Dealer expressly for use therein or with any statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act of any indenture trustee under an indenture of the Company, and except that this indemnity shall not inure to the benefit of any Participating Broker-Dealer and Initial Purchaser (or of any person controlling any Initial Purchaser or Participating Broker-Dealer) on account of any losses, claims, damages, liabilities or actions arising from the sale of the Notes to any person if such loss arises from the fact that a copy of the Prospectus, as the same may then be supplemented or amended to the extent such Prospectus was provided to such Initial Purchaser or Participating Broker-Dealer by the Company (excluding, however, any document then incorporated or deemed incorporated therein by reference), was not sent or given by such Initial Purchaser or Participating Broker-Dealer to such person with or prior to the written confirmation of the sale involved and the alleged omission or alleged untrue statement or omission or untrue statement was corrected in the preparation Prospectus as supplemented or amended at the time of such confirmation, and such Prospectus, as amended or supplemented, was timely delivered to such Initial Purchaser or Participating Broker-Dealer by the Company. Each Initial Purchaser or Participating Broker-Dealer agrees promptly after the receipt by such Initial Purchaser or Participating Broker-Dealer of written notice of the commencement of any action in respect to which indemnity from the Company on account of its agreement contained in this Section 4(a) may be sought by such Initial Purchaser or Participating Broker-Dealer, or by any person controlling such Initial Purchaser or Participating Broker-Dealer, to notify the Company in writing of the commencement thereof; , but the omission so to notify the Company of any such action shall not release the Company from any liability which it may have to such Initial Purchaser or Participating Broker-Dealer or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 4(a). In case any such action shall be brought against any Initial Purchaser or Participating Broker-Dealer or any such person controlling any Initial Purchaser or Participating Broker-Dealer or such Initial Purchaser or Participating Broker-Dealer shall notify the Company of the commencement thereof, as above provided, the Company shall be entitled to participate in, and, to the extent that it shall wish, including the selection for counsel (such counsel to be reasonably acceptable to the indemnified party), to direct the defense thereof at its own expense. In case the Company elects to direct such defense and selects such counsel (hereinafter, Company's counsel), such Initial Purchaser or Participating Broker-Dealer or any controlling person shall have the right to employ its own counsel, but in any such case, the fees and expenses of such counsel shall be at the expense of such Initial Purchaser or Participating Broker-Dealer or controlling person unless (i) the Company has agreed in writing to pay such fees and expenses or (ii) the named parties to any such action (including any impleaded parties) include both such Initial Purchaser or Participating Broker-Dealer or any controlling person and the Company and such Initial Purchaser or Participating Broker-Dealer or any controlling person shall have been advised by its counsel that a conflict of interest between the Company and such Initial Purchaser or Participating Broker-Dealer or any controlling person may arise (and the Company's counsel shall have concurred in good faith with such advice) and for this reason it is not desirable for the Company's counsel to represent both the indemnifying party and the indemnified party (it being understood and agreed understood, however, that the only information furnished by you consists Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the information described as same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such Initial Purchaser or Participating Broker-Dealer or any controlling person (plus any local counsel retained by such Initial Purchaser or Participating Broker-Dealer or any controlling person in Section 6(ftheir reasonable judgment), which firm (or firms) shall be designated in writing by such Initial Purchaser or Participating Broker-Dealer or any controlling person).

Indemnification and Contribution. (a) The In the event of a registration of any of the Restricted Stock or Additional Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, the Company agrees to will indemnify and hold harmless each seller of such Restricted Stock and Additional Restricted Stock thereunder, each underwriter of such Restricted Stock and Additional Restricted Stock thereunder and each other person, if any, who controls such seller or underwriter within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Restricted Stock or Additional Restricted Stock was registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and RegulationsSections 4, if applicable5 or 6, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses the same are incurred; , provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statementconformity with information furnished by any such seller, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, such underwriter or any such amendment or supplement, any Issuer Free Writing Prospectus or controlling person in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you writing specifically for use in such registration statement or prospectus or from a failure of such seller to comply with the preparation thereof; it being understood and agreed that the only information furnished by you consists prospectus delivery requirements of the information described as Securities Act if the Company has delivered to such in Section 6(f)seller any reasonable number of correct or corrected prospectuses requested by such seller.

Indemnification and Contribution. (a) The In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless the Underwriter from seller of such Registrable Securities, and its directors and officers, each underwriter of such Registrable Securities, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Act Securities Act, the Exchange Act, state securities or otherwise (including Blue Sky laws or otherwise, in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar so far as such losses, claims, damages or liabilities (or actions in respect thereof): (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement theretoto such Registration Statement, and any Issuer Free Writing Prospectus document incorporated therein by reference; or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse the Underwriter such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by it such seller, underwriter or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made in the such Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by you or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f).

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees and each person, if any, who controls any such Holder within the Underwriter from and meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which the Underwriter any of them may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, including the Rule 430B Information and or in any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse the Underwriter each such party for any legal or other expenses reasonably incurred by it such party in connection with investigating or defending against any such loss, claim, damage, liability action or action claim as such expenses are incurred; provided, however, that that: (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged Holder Information; and (ii) with respect to any untrue statement or omission or alleged omission of material fact made in the any Shelf Registration Statement, or in any Preliminary Prospectus, the Time indemnity agreement contained in this Section 5(a) shall not inure to the benefit of Sale Disclosure Packagethe Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, or and any such amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplementsupplements thereto, any Issuer Free Writing was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or in any Marketing Materialssupplements thereto; and (z) there was not sent or given to such person, in reliance upon and in conformity with written information furnished at or prior to the Company by you specifically for use written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in the preparation thereof; it being understood and agreed addition to any liability that the only information furnished Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by you consists a Notice Holder who has previously received notice from the Company of the information described as such in commencement of the Suspension Period pursuant to Section 6(f3(c)(vi).

Indemnification and Contribution. (a) The In the case of each offering of Registrable Securities made pursuant to this ARTICLE III, the Company agrees to indemnify and hold harmless harmless, to the Underwriter from extent permitted by law, each Selling Holder, each underwriter of Registrable Securities so offered and each Person, if any, who controls any of the foregoing Persons within the meaning of the Securities Act and the officers, directors, members, partners, stockholders, Affiliates, employees, accountants, advisors and agents of each of the foregoing, against any and all losses, claimsliabilities, damages or liabilitiescosts (including reasonable expenses of investigation and reasonable attorney’s fees and disbursements), claims and damages, joint or several, to which the Underwriter they or any of them may become subject, under the Securities Act or otherwise (otherwise, including any amount paid in settlement of any litigation if such settlement is effected with the written consent of the Company)commenced or threatened, insofar as such losses, claimsliabilities, costs, claims and damages or liabilities (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) that arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and registration statement (or in any preliminary or final prospectus included therein or issuer free writing prospectus related thereto) or in any offering memorandum or other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant offering document relating to the Rules offering and Regulations, if applicable, any Preliminary Prospectus, the Time sale of Sale Disclosure Package, the Prospectussuch Registrable Securities, or any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors bydocument incorporated by reference therein, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable to any Person in any such case to the extent that any such loss, claimliability, damagecost, liability claim or action damage arises out of or is based upon an relates to any untrue statement or alleged untrue statement, or any omission, if such statement or omission or alleged omission shall have been made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company in writing by you or on behalf of such Person specifically for use in such registration statement (or in any preliminary or final prospectus included therein or issuer free writing prospectus related thereto), offering memorandum or other offering document, or any amendment thereof or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Selling Holder or any other holder and shall survive the preparation thereof; it being understood and agreed transfer of such securities. The foregoing indemnity agreement is in addition to any liability that the only information furnished by you consists Company may otherwise have to each Selling Holder, or other holder or underwriter of the information described as such in Section 6(f)Registrable Securities or any controlling person of the foregoing and the officers, directors, members, partners, stockholders, Affiliates, employees, accountants, advisors and agents of each of the foregoing.

Indemnification and Contribution. (a) The Company agrees Subject to the Priority of Payments set forth in Section 11.1 of the Indenture, the Co-Issuers shall indemnify and hold harmless the Underwriter Placement Agent and each of its affiliates, their respective partners, officers, directors, agents and employees and each person who controls the Placement Agent or any of its affiliates within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Person”), to the full extent lawful, from and against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, as the same are incurred, to which the Underwriter Placement Agent Indemnified Person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), subject insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) (1) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Offering Materials or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), thereto or arise out of or are based upon the omission or alleged omission to state therein in the Offering Materials a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they are made, not misleading, other than the Placement Agent Information or (2) are based upon a breach by either of the Co-Issuers of any of its representations, warranties or agreements contained in this Agreement, and will shall periodically reimburse the Underwriter Placement Agent for any and all legal or other expenses reasonably incurred by it the Placement Agent and each other Placement Agent Indemnified Person in connection with investigating or defending against defending, settling, compromising or paying any such losslosses, claimclaims, damagedamages, liability liabilities, expenses or action actions as such expenses are incurred; provided, however, that the Company will foregoing indemnity with respect to any untrue statement contained in or any statement omitted from the Offering Memorandum (as the same may be amended or supplemented) shall not be liable in any such case inure to the extent that any benefit of the Placement Agent, if (x) such loss, liability, claim, damagedamage or expense resulted from the fact that the Placement Agent sold or placed Notes to a Person to whom there was not sent or given, liability at or action arises out prior to the written confirmation of such sale or is based upon an placement, as the case may be, a copy of the Offering Memorandum, as then amended or supplemented, (y) the Issuer shall have previously and timely furnished sufficient copies of the Offering Memorandum, as so amended or supplemented, to the Placement Agent in accordance with this Agreement and (z) the Offering Memorandum, as so amended or supplemented, would have corrected such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f)omission.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter from and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter they or any of them may become subject, subject under the Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus related preliminary prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse the Underwriter each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materialsof such documents, in reliance upon and in conformity with written information furnished to the Company by you or on behalf of the Underwriters specifically for use inclusion therein; provided further, that with respect to any untrue statement or omission of material fact made in any preliminary prospectus or preliminary prospectus supplement, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Securities concerned, to the extent that any such loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the Prospectus to the Underwriters, (x) delivery of the Prospectus was required to be made to such person, (y) the untrue statement or omission of a material fact contained in the preparation thereof; it being understood preliminary prospectus was corrected in the Prospectus and agreed (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the Prospectus. This indemnity agreement will be in addition to any liability that the only information furnished by you consists of the information described as such in Section 6(f)Company may otherwise have.

Indemnification and Contribution. (a) The In connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any participating Broker-Dealer or the Initial Purchaser, as applicable, who seeks to sell New Securities, the Company agrees to and the Trust shall indemnify and hold harmless each Holder of Transfer Restricted Securities included within any such Shelf Registration Statement and each participating Broker-Dealer or Initial Purchaser selling New Securities, and each person, if any, who controls any such person within the Underwriter meaning of Section 15 of the Securities Act (each, a "Participant") from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities) to which the Underwriter such Participant or controlling person may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the such Registration Statement at the time of effectiveness and at or any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, prospectus forming part thereof or in any amendment or supplement thereto, any Issuer Free Writing Prospectus thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and which is referred to in or induced as part of any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above and will shall reimburse the Underwriter each Participant promptly upon demand for any legal or other expenses reasonably incurred by it such Participant in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; providedPROVIDED, howeverHOWEVER, that (i) the Company will and the Trust shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the any such Registration Statement, Statement or any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, prospectus forming part thereof or in any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company or the Trust by you or on behalf of any Participant specifically for use inclusion therein; and PROVIDED FURTHER that as to any preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any such Participant or any controlling person of such Participant on account of any loss, claim, damage, liability or action arising from the sale of the New Securities to any person by that Participant if (i) that Participant failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act and (ii) the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such preliminary Prospectus was corrected in the preparation thereof; it being understood Prospectus, unless, in each case, such failure resulted from non-compliance by the Company and agreed the Trust with Section 6(c). The foregoing indemnity agreement is in addition to any liability which the Company and the Trust may otherwise have to any Participant or to any controlling person of that the only information furnished by you consists of the information described as such in Section 6(f)Participant.

Indemnification and Contribution. (a) The Company agrees to will, and hereby does, indemnify and hold harmless harmless, in the Underwriter from case of any registration statement filed pursuant to Section 1 or 2, each seller of any Registrable Securities covered by such registration statement and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act, and their respective directors, officers, partners, agents and Affiliates, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller or underwriter or any such director, officer, partner, agent, Affiliate or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement otherwise, including, without limitation, the reasonable fees and expenses of any litigation if such settlement is effected with the written consent of the Company)legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableSecurities Act, any Preliminary Prospectuspreliminary prospectus, the Time of Sale Disclosure Package, the Prospectusfinal prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company will reimburse the Underwriter such seller or underwriter and each such director, officer, partner, agent, Affiliate and controlling Person for any legal or any other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damageliability, liability action or action as such expenses are incurredproceeding; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any Preliminary Prospectussuch preliminary prospectus, the Time of Sale Disclosure Packagefinal prospectus, the Prospectussummary prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company by you or on behalf of such seller or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; it being understood and agreed provided, further, that the only information furnished by you consists Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the information described Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in Section 6(f)such final prospectus and such final prospectus was required to be delivered to such Person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, partner, agent, Affiliate or controlling person and shall survive the transfer of such securities by such seller.

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Sections 2 or 3, the Company agrees to will indemnify and hold harmless the Underwriter each seller of such Registrable Securities thereunder and such seller's agents, employees, directors and officers, from and against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities was registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and Regulations, if applicableSections 2 or 3, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement theretothereof, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation of any applicable securities law, provided, however, that the Company will not be liable in any such case if and will reimburse to the Underwriter for extent that any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damagedamage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with information furnished by such seller or an authorized officer of any such seller acting on behalf of such seller and each other person, liability if any, who controls such seller within the meaning of the Securities Act, or action as in writing by an authorized officer of the seller of Registrable Securities or by an officer or duly authorized agent or employee of such expenses are incurred; providedseller of Registrable Securities specifically for use in such registration statement or prospectus, and, provided further, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or an alleged omission made in any preliminary prospectus or final prospectus if (1) the Registration Statement, any Preliminary Prospectus, Company delivered to such Holder the Time of Sale Disclosure Package, the Prospectus, final prospectus or any such amendment or prospectus supplement, any Issuer Free Writing Prospectus (2) such Holder failed to send or in any Marketing Materials, in reliance upon and in conformity deliver a copy of the final prospectus or prospectus supplement with written information furnished or prior to the Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists delivery of written confirmation of the information described as sale of the Registrable Securities, and (3) the final prospectus or prospectus supplement would have corrected such in Section 6(f)untrue statement or omission.

Indemnification and Contribution. (a) The Company agrees In connection with any Shelf Registration Statement, the Trust and the Company, jointly and severally, agree to indemnify and hold harmless each Electing Holder and each person who controls any such Electing Holder within the Underwriter from and meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter they or any of them may become subject, subject under the Securities Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Shelf Registration Statement at the time of effectiveness and at as originally filed or in any subsequent time pursuant to the Rules and Regulationsamendment thereof, if applicable, or in any Preliminary Prospectus, the Time of Sale Disclosure Package, the preliminary prospectus or Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agree to reimburse the Underwriter each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that (i) the Company and the Trust will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, therein in reliance upon and in conformity with written information furnished to the Company by you or on behalf any such Electing Holder specifically for use inclusion therein and, provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus, the preparation thereof; it being understood indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Electing Holder or person who controls any such Electing Holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Electing Holder under the Act in connection with such purchase and agreed any such loss, claim, damage or liability of such Electing Holder results from the fact that there was not sent or given to such person, at or prior to the only information furnished by you consists written confirmation of the information described sale of such Securities to such person, a copy of the Prospectus if the Company has previously furnished such quantity of copies thereof to such Electing Holder. This indemnity agreement will be in addition to any liability which the Company or the Trust may otherwise have. The Trust and the Company, jointly and severally, also agree to indemnify or contribute to Losses (as such defined below) of, as provided in Section 6(f5(d), any underwriters of Securities registered under the Shelf Registration Statement, their officers, directors, employees and agents and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Electing Holders provided in this Section 5(a) and shall, if requested by any Electing Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 3(o) and Section 6 hereof.

Indemnification and Contribution. (a) The Company agrees to UCAR will indemnify and hold harmless each Underwriter and each Selling Stockholder and each of their respective officers, employees and directors (as applicable) and each person who controls such Underwriter or Selling Stockholder within the Underwriter from and meaning of the Act (collectively, for the purposes of this Section 7(a), the "Indemnified Persons") against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such Indemnified Person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or or, actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (or, in the Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Underwriter each Indemnified Person for any legal or other expenses reasonably incurred by it such Indemnified Person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company UCAR will not be liable in any such case to any Indemnified Person to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, from any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, documents in reliance upon and in conformity with written information furnished any Excluded Information or Stockholder Information; provided further, however, that as to any preliminary prospectus this Section 7(a) shall not inure to the Company benefit of any Underwriter on account of any loss, claim, damage, liability or action from the sale of the Offered Securities to any person by you specifically for use an Underwriter if that Underwriter failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person if required under the Act, and the untrue statement or alleged untrue statement or omission or alleged omission in such preliminary prospectus was corrected in the preparation thereof; it being understood and agreed that Prospectus, unless, in either case, such failure to deliver the only information furnished Prospectus was a result of noncompliance by you consists of the information described as such in UCAR with Section 6(f5(a)(iii).

Indemnification and Contribution. (a) The In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 3, the Company agrees to shall, and hereby does, indemnify and hold harmless harmless, to the Underwriter from full extent permitted by law, each seller of Registrable Securities covered by such registration statement and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act, and their respective directors, officers, partners, members and agents, against any losses, claims, damages or liabilitiesdamages, liabilities and expenses whatsoever, as incurred, joint or several, to which the Underwriter such seller or underwriter or any such director, officer, partner, member, agent or controlling person may become subject, subject under the Securities Act or otherwise (including including, without limitation, the reasonable fees and expenses paid in reasonable settlement of any litigation, or any investigation or proceeding by any government agency or body, commenced or threatened, or of any claim whatsoever, incurred in investigating, preparing or defending against any litigation if such settlement is effected or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of legal counsel (including those incurred in connection with the written consent of the Companyany claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and Regulations, if applicableSection 3, any Preliminary Prospectuspreliminary prospectus, the Time of Sale Disclosure Package, the Prospectussummary prospectus or final prospectus contained therein, or any amendment or supplement theretothereof, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleadingmisleading or arise out of any violation or alleged violation by the Company of any Federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with such registration statement, and will shall pay or reimburse the Underwriter each such seller or underwriter and each such director, officer, partner, member and controlling Person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable in any such case if and to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any Preliminary Prospectussuch preliminary prospectus, the Time of Sale Disclosure Packagefinal prospectus, the Prospectussummary prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to by any such seller or underwriter and each such director, officer, partner, member and controlling Person as the Company by you case may be, in writing specifically for use in the preparation thereof; it being understood such registration statement, prospectus, amendment or supplement, and agreed provided further that the only information furnished by you consists Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the information described Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in Section 6(f)such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, partner, member, agent or controlling person and shall survive the transfer of such securities by such seller.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless you and each person, if any, who controls you within the Underwriter from and meaning of the Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, liabilities to which the Underwriter you or such controlling person may become subject, subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and RegulationsRule 430A, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Packagepreliminary prospectus, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and will reimburse the Underwriter you and each such controlling person for any legal or other expenses reasonably incurred by it you or such controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; providedPROVIDED, howeverHOWEVER, that the Company will not be liable in any such case to the extent that (i) any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectuspreliminary prospectus, the Time of Sale Disclosure Package, the Prospectus, Prospectus or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement thereto in reliance upon and in conformity with written information furnished to the Company by you you, specifically for use therein, which such information is limited to the third paragraph under the subsection "Selling Agent" under the section "Plan of Distribution" in the preparation thereofProspectus; it being understood or (ii) if such statement or omission was contained or made in any preliminary prospectus and agreed that corrected in the only information furnished Prospectus and (A) any such loss, claim, damage or liability suffered or incurred by you consists (or any person who controls you) resulted from an action, claim or suit by any person who purchased Units which are the subject thereof from you in the offering and (B) you failed to deliver or provide a copy of the information Prospectus to such person at or prior to the confirmation of the sale of such Units in any case where such delivery is required by the Act. In addition to its other obligations under this Section 7(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 7(a), it will reimburse you on a monthly basis for all reasonable legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company's obligation to reimburse you for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. This indemnity agreement will be in Section 6(f)addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees In the event of any registration of any of the Shares hereunder, Propel will enter into customary indemnification arrangements to indemnify and hold harmless each of the Underwriter from Selling Holders, each of their respective directors and officers, each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Person, if any, who controls each such Selling Holder or any such underwriter within the meaning of the Securities Act (collectively, the "COVERED PERSONS") against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which the Underwriter such Person may become subject, be subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any related registration statement filed under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableSecurities Act, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any materials or information provided to investors bydocument incorporated by reference therein, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including ii) any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Propel will reimburse the Underwriter each such Covered Person, as incurred, for any legal or any other expenses reasonably incurred by it such Covered Person in connection with investigating or defending against any such loss, claim, damageliability, liability action or action as such expenses are incurredproceeding; providedPROVIDED, howeverHOWEVER, that the Company will Propel shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any Preliminary Prospectussuch preliminary prospectus or final prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company Propel by you such Selling Holder or such underwriter specifically for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Covered Person and shall survive the transfer of such securities by the Selling Holders. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (a) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this SECTION 6, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this SECTION 6 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this SECTION 6; it being understood then, and agreed in each such case, Propel and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the only information furnished public offering price of its Shares offered by you consists and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and Propel and other Selling Holders are responsible for the remaining portion; PROVIDED, HOWEVER, that, in any such case: (i) no such Holder will be required to contribute any amount in excess of the information described as public offering price of all such in Shares offered and sold by such Holder pursuant to such registration statement; and (ii) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 6(f)11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless the Underwriter from Agents, any other co-managing agent, each Selected Dealer and each person or entity who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter Agents, any co-managing agent and such Selected Dealer may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock thereto (“Marketing Materials”), including any roadshow or investor presentations made sales literature furnished to investors the Agents by the Company (whether in person or electronicallyCompany), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any misrepresentation or breach of warranty or any alleged misrepresentation or breach of warranty set forth in this Agreement, or arise out of or are based upon the failure of the Company to comply with this Agreement; and will reimburse the Underwriter Agents, any co-managing agent and each Selected Dealer for any legal or other expenses reasonably incurred by it the Agents, any co-managing agent and such Selected Dealer in connection with investigating or defending against any such loss, action or claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Statement or Prospectus or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company by you specifically the Agents, any co-managing agent or any Selected Dealer, relating to the Agents, any co-managing agent or such Selected Dealer, expressly for use therein; and provided further that as to any Preliminary Prospectus, this agreement to indemnify and hold harmless shall not inure to the benefit of the Agents, any co-managing agent or any Selected Dealer if such person failed to give or send a copy of the Prospectus, as the same may be amended or supplemented, to an investor within the time required by the Act and Regulations, and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Preliminary Prospectus was corrected in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f)Prospectus or any supplement or amendment thereto.

Indemnification and Contribution. (a) The a. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 2 or 3, the Company agrees to will indemnify and hold harmless each seller of such Restricted Stock thereunder, each underwriter of such Restricted Stock thereunder and each other person, if any, who controls such seller or underwriter within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged any untrue statement of a any material fact contained in any registration statement under which such Restricted Stock was registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and Regulations, if applicableSections 2 or 3, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; action, provided, however, that the Company will not be liable in any such -------- ------- case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission so made in conformity with information furnished by any seller, any underwriter or any controlling person specifically for use in such registration statement or prospectus. It is agreed that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action arises out if such settlement is effected without the consent of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f(which consent shall not be unreasonably withheld or delayed).

Indemnification and Contribution. (a) The In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, the Company agrees to will indemnify and hold harmless each seller of such Restricted Stock thereunder, each underwriter of such Restricted Stock thereunder and each other person, if any, who controls such seller or underwriter within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Restricted Stock was registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and RegulationsSections 4, if applicable5 or 6, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; providedaction, howeverPROVIDED, HOWEVER, that (i) the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) and (ii) the Company will not be liable in any such case if and to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statementconformity with information furnished by any such seller, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, such underwriter or any such amendment or supplement, any Issuer Free Writing Prospectus or controlling person in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you writing specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f)registration statement or prospectus.

Indemnification and Contribution. (a) The Company agrees to and the Operating Partnership, jointly and severally, shall indemnify and hold harmless each Underwriter, its directors, officers and employees, each person, if any, who controls any Underwriter within the Underwriter meaning of the Securities Act or the Exchange Act, and its affiliates, from and against any losses, claims, damages or liabilities, joint or several, or any action in respect thereof to which the Underwriter such Underwriter, director, officer, employee, controlling person or affiliate may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, including the Rule 430B Information Prospectus and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant prospectus relating to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the ProspectusDesignated Shares, or any amendment or supplement thereto, the Time of Sale Information, or any Issuer Free Writing Prospectus or any “issuer information” (as defined in any materials Rule 433 under the Securities Act) filed or information provided required to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made be filed pursuant to investors by the Company (whether in person or electronicallyRule 433(d), or arise out of or are based upon (ii) the omission or alleged omission to state therein in any preliminary prospectus, the Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus and any other prospectus relating to the Designated Shares, or any amendments or supplements thereto, the Time of Sale Information, or any Issuer Free Writing Prospectus or issuer information (as defined above) a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the each Underwriter and each such director, officer, employee, controlling person and affiliate promptly upon demand for any legal or other expenses reasonably incurred by it such Underwriter and each such trustee, officer, employee, controlling person and affiliate in connection with investigating or defending against any such loss, claim, damage, liability liability, action or action claim as such expenses are incurred; provided, however, that the Company and the Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, the Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus and any Preliminary Prospectus, other prospectus relating to the Time of Sale Disclosure Package, the ProspectusDesignated Shares, or any such amendment or supplement, the Time of Sale Information, or any Issuer Free Writing Prospectus or in any Marketing MaterialsProspectus, in reliance upon and in conformity with written information furnished in writing to the Company by you specifically any Underwriter of Designated Shares through the Representatives expressly for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as Prospectus relating to such in Section 6(f)Designated Shares.

Indemnification and Contribution. (a) The In the event of a registration of any Restricted Stock under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless Mortco, each underwriter of such Restricted Stock thereunder and each other person, if any, who controls Mortco or such underwriter within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter Mortco, such underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged any untrue statement of a any material fact contained in any registration statement under which such Restricted Stock were registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableSecurities Act, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse pay the Underwriter for any legal or fees and other expenses reasonably of Mortco, each such underwriter and each such controlling person incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as action, provided, however, that the Company will not be liable to Mortco in any such expenses are incurred; providedcase if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with information furnished by Mortco, any such underwriter or any such controlling person in writing, and, provided further, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or an alleged omission made in any preliminary prospectus or final prospectus if (1) Mortco failed to send or deliver a copy of the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, final prospectus or any such amendment prospectus supplement with or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished prior to the Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists delivery of written confirmation of the information described as sale of Restricted Stock and (2) the final prospectus or prospectus supplement would have corrected such in Section 6(f)untrue statement or omission.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless the each Underwriter from and against any losses, claims, damages or liabilities, joint or several, to which the such Underwriter may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and will reimburse the each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you you, or by any Underwriter through you, or by your counsel, specifically for use in the preparation thereof; it being understood and agreed provided, further, that the only information furnished by you consists foregoing indemnity shall not inure to the benefit of the Underwriters with respect to any untrue statement or omission of a material fact if, (i) prior to the Time of Sale the Company shall have notified the Underwriters through the Representative in writing in accordance with Section 11 hereof that the Preliminary Prospectus or any other part of the Time of Sale Disclosure Package contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amendment or supplement to the Time of Sale Disclosure Package and such amendment or supplement was provided to the Underwriters prior to the Time of Sale, and (iii) the information contained in such corrected Time of Sale Disclosure Package was not conveyed at or prior to the Time of Sale. In addition to its other obligations under this Section 6(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 6(a), it will reimburse each Underwriter on a monthly basis for all reasonable legal fees or other expenses reasonably incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company’s obligation to reimburse the Underwriters for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, the Underwriter that received such payment shall promptly return it to the party or parties that made such payment, together with interest, compounded daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by Xxxxx Fargo Bank Minnesota, N.A. (the “Prime Rate”). Any such interim reimbursement payments that are not made to an Underwriter within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement shall be in Section 6(f)addition to any liabilities which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its directors and officers and each person who controls any Underwriter within the Underwriter from and meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter they or any of them may become subject, subject under the Act Securities Act, the Securities Exchange Act, or otherwise any other statute or common law and to reimburse each such Underwriter, director, officer and controlling person for any legal or other expenses (including including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in settlement of connection with investigating or defending any litigation if such settlement is effected losses, claims, damages, or liabilities, or in connection with the written consent of the Company)defending any actions, insofar as such losses, claims, damages or liabilities (damages, liabilities, expenses or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, or the Prospectus, or in either such document as amended or supplemented (if any amendment amendments or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronicallysupplements thereto shall have been furnished), or arise out of any preliminary Prospectus (if and when used prior to the date hereof), or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the foregoing indemnity agreement, insofar as it relates to any preliminary Prospectus, shall not inure to the benefit of any Underwriter (or to the benefit of any director or officer of, or person who controls such Underwriter) on account of any losses, claims, damages or liabilities arising out of the sale of any of the Senior Notes by such Underwriter to any person if it shall be established that a copy of the Prospectus, excluding any documents incorporated by reference (as supplemented or amended, if the Company shall have made any supplements or amendments which have been furnished to the Representatives), shall not have been sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale to such person in any case where such delivery is required by the Securities Act and the Company satisfied its obligations pursuant to Section 6(a) hereof, if the misstatement or omission leading to such loss, claim, damage or liability was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or supplemented, and will reimburse such correction would have cured the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against defect giving rise to such loss, claim, damage, liability or action as such expenses are incurredliability; providedand provided further, however, that the Company will indemnity agreement contained in this Section 9(a) shall not be liable in apply to any such case to the extent that any such losslosses, claimclaims, damagedamages, liability liabilities, expenses or action arises actions arising out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectusstatement, or any such amendment omission or supplementalleged omission, any Issuer Free Writing Prospectus if such statement or in any Marketing Materials, omission was made in reliance upon and in conformity with written information furnished herein or otherwise in writing to the Company by you specifically or on behalf of any Underwriter for use in the preparation thereof; it being understood and agreed that Registration Statement or any amendment thereto, in the only information furnished by you consists Prospectus or any supplement thereto, or in any preliminary Prospectus. The indemnity agreement of the information described as such Company contained in this Section 9(a) and the representations and warranties of the Company contained in Section 6(f)3 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any such controlling person, and shall survive the delivery of the Senior Notes.

Indemnification and Contribution. (ai) The Company agrees to indemnify each Holder and, if a Holder is a person other than an individual, such Holder’s officers, directors, employees, agents, representatives and hold harmless Affiliates, and each person, if any, that controls a Holder within the Underwriter from and meaning of the Securities Act (each, an “Indemnitee”), against any and all losses, claims, damages damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and disbursements of attorneys and other professionals incurred in connection with investigating, defending, settling, compromising or paying any such losses, claims, damages, actions, liabilities, costs and expenses), joint or several, to which the Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any documents incorporated therein by reference or contained in any free writing prospectus (as such term is defined in Rule 405) prepared by the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Company or authorized by it in writing for use by such Holder (or any amendment or supplement thereto, ); or any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Company shall reimburse each Indemnitee within 30 business days of written notice thereof, as such expenses are incurred and will reimburse the Underwriter are due and payable, for any legal fees or other reasonable expenses reasonably incurred by it them in connection with investigating or defending against any such lossforegoing claims, claimdamages, damageactions or liabilities. Notwithstanding the first sentence of this Section 2.5(g)(i), liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable to such Indemnitee in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, including any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto or contained in any free writing prospectus (as such term is defined in Rule 405) prepared by the Company or authorized by it in writing for use by such Holder (or any amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materialssupplement thereto), in reliance upon and in conformity with written information regarding such Indemnitee or its plan of distribution or ownership interests which was furnished in writing to the Company by you specifically such Indemnitee expressly for use in connection with such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto, or (B) offers or sales effected by or on behalf of such Indemnitee “by means of” (as defined in Rule 159A) a “free writing prospectus” (as defined in Rule 405) that was not authorized in writing by the preparation thereof; it being understood Company. Such indemnity shall remain in full force and agreed that effect regardless of any investigation made by or on behalf of an Indemnitee and shall survive the only information furnished by you consists transfer of the information described as such in Section 6(f)Registrable Securities by the Holders.

Indemnification and Contribution. (a) The Company agrees In connection with the registration of the Restricted Stock under the Securities Act pursuant to Section 2 hereof, Cambridge will indemnify and hold harmless (i) each seller of such Restricted Stock thereunder, (ii) to the Underwriter from extent the registration involves an underwritten public offering as determined in accordance with Section 3, any underwriter of such Restricted Stock thereunder and (iii) each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Act Securities Act, Exchange Act, state securities laws or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including registration statement under which such Restricted Stock was registered under the Rule 430B Information and any other information deemed Securities Act pursuant to be a part of the Registration Statement Section 2 hereof at the time of effectiveness and at any subsequent time pursuant to it became effective under the Rules and Regulations, if applicableSecurities Act, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon b) the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made or (c) any violation by Cambridge or its agents of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to Cambridge or its agents and relating to action or inaction required of Cambridge in connection with such registration, and Cambridge will reimburse the Underwriter each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action action, provided, however, that Cambridge will not be liable in any such case if any to the extent that (A) any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, an omission or alleged omission or a violation or alleged violation so made in the Registration Statementconformity with information furnished in writing by any such seller, any Preliminary Prospectus, such underwriter or any such controlling person for inclusion in the Time of Sale Disclosure Package, registration statement under which such Restricted Stock was registered under the ProspectusSecurities Act pursuant to Section 2 hereof or any prospectus contained therein, or any such amendment or supplementsupplement to such registration statement or prospectus, or (B) if such untrue statement or alleged untrue statement, omission or alleged omission or violation or alleged violation was corrected in an amended or supplemented prospectus, and such seller or underwriter failed to deliver a copy of the amended or supplemented prospectus at or prior to the confirmation of the sale of the Restricted Stock to the person or entity asserting any Issuer Free Writing Prospectus such loss, claim, damage or liability in any Marketing Materials, in reliance upon and in conformity with written information furnished to case where such delivery is required by the Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f)Securities Act or any state securities laws.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the Underwriter meaning of the Act from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, and any action in respect thereof, to which the that Underwriter or controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure PackageRegistration Statement, the ProspectusProspectus or the Registration Statement or Prospectus as amended or supplemented, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials blue sky application or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors other document executed by the Company specifically for the purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Stock under the securities laws thereof (whether in person any such application, document or electronicallyinformation being hereinafter referred to as a "Blue Sky Application"), or arise arises out of of, or are is based upon upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the each Underwriter and each such controlling person for any legal or and other expenses reasonably incurred by it that Underwriter or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as action, notwithstanding the possibility that payments for such expenses are incurredmight later be held to be improper in which case the person receiving them shall promptly refund them; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in the Registration Statement or the Prospectus or any Marketing Materials, amendment or supplement thereto or in any Blue Sky Application in reliance upon and in conformity with written information furnished to the Company through the Underwriters by you or on behalf of any Underwriter specifically for use inclusion therein; and provided further, that, as to any Preliminary Prospectus, this indemnity agreement shall not inure to the benefit of any Underwriter or any person controlling that Underwriter on account of any loss, claim, damage, liability or action arising from the sale of Stock to any person by that Underwriter if that Underwriter failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Act, and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Preliminary Prospectus was corrected in the preparation thereof; it being understood and agreed Prospectus, unless such failure resulted from noncompliance by the Company with Section 5(b), 5(c) or 5(d) hereof. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter or any controlling person of that the only information furnished by you consists of the information described as such in Section 6(f)Underwriter.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless the Underwriter from and each Agent against any losses, claims, damages damages, or liabilities, joint or several, to which the Underwriter Agent may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary ProspectusOffering Circular, the Time of Sale Pricing Disclosure PackageMaterial, the ProspectusPricing Supplement, the Permitted Free Writing or any amendment or supplement thereto, to any Issuer Free Writing Prospectus thereof or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Underwriter Agent for any legal or other expenses reasonably incurred by it the Agent in connection with investigating or defending against any such loss, claim, damage, liability liability, or action as such expenses are incurred; provided, however, that the foregoing indemnity agreement with respect to the Offering Circular, the Pricing Disclosure Material, the Pricing Supplement, the Permitted Free Writing and any amendment or supplement to any thereof shall not inure to the benefit of any Agent from whom the person asserting any such losses, claims, damages, or liabilities purchased Bonds, or any person controlling such Agent, if (i) TVA or another entity acting on TVA’s behalf furnished a copy of the Offering Circular, the Pricing Disclosure Material, the Pricing Supplement, or the Permitted Free Writing (each as then amended and supplemented) to such Agent prior to the mailing or delivery by such Agent of written confirmation of the sale of the Bonds, (ii) a copy of such Offering Circular, Pricing Disclosure Material, Pricing Supplement, or Permitted Free Writing was not sent or given by or on behalf of such Agent to such person at or prior to delivery of the written confirmation of the sale of the Bonds to such person, and (iii) the Offering Circular, the Pricing Disclosure Material, the Pricing Supplement, or the Permitted Free Writing would have cured the defect giving rise to such losses, claims, damages, or liabilities; and provided, further, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission made in from the Registration Statement, any Preliminary ProspectusOffering Circular, the Time of Sale Pricing Disclosure PackageMaterial, the ProspectusPricing Supplement, or the Permitted Free Writing (or any such amendment or supplement, supplements to any Issuer Free Writing Prospectus thereof) included or in any Marketing Materials, omitted in reliance upon and in conformity with written information furnished to the Company by you any Agent relating to such Agent specifically for use therein and will reimburse any legal or other expenses reasonably incurred by the Company in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described connection with investigating or defending any such loss, claim, damage, liability, or action as such in Section 6(f)expenses are incurred.

Indemnification and Contribution. (a) The 5.01 In the event of any registration under the Securities Act of any Shares pursuant to this Agreement, the Company agrees to will indemnify and hold harmless the Underwriter from selling Rights Holder, and each other person, if any, who controls such seller within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller or controlling person may become subject, subject under the Act Securities Act, the Exchange Act, state securities or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse the Underwriter such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by it such seller, underwriter or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredand when incurred by them; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made in the such Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by you or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f).

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter from and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter they or any of them may become subject, subject under the Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement for the Rule 430B Information and any other information deemed to be a part registration of the Registration Statement at Securities as originally filed or in any amendment thereof, or in the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableBasic Prospectus, any Preliminary Prospectus, Final Prospectus or the Time of Sale Disclosure Package, the Final Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse the Underwriter each such indemnified party, as reasonably incurred, for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an action; PROVIDED, HOWEVER, that with respect to any untrue statement or alleged untrue statement or omission or alleged omission of material fact made in the Registration Statement, any Preliminary Prospectus, the Time indemnity agreement contained in this Section 7(a) shall not inure to the benefit of Sale Disclosure Package, any Underwriter from whom the Prospectus, or person asserting any such amendment loss, claim, damage or supplementliability purchased the securities concerned, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the extent that any such loss, claim, damage or liability of such Underwriter occurs under the circumstance where (w) the Company had previously furnished copies of the Final Prospectus to the Representatives, (x) delivery of the Final Prospectus was required by you specifically for use the Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the preparation thereof; it being understood Preliminary Prospectus was corrected in the Final Prospectus and agreed that (z) there was not sent or given to such person, at or prior to the only information furnished by you consists written confirmation of the information described as sale of such securities to such person, a copy of the Final Prospectus. This indemnity agreement will be in Section 6(f)addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless the Underwriter Purchaser and each person, if any, who controls the Purchaser within the meaning of the Act from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, and any action in respect thereof, to which the Underwriter Purchaser or controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the ProspectusOffering Document, or any amendment or supplement thereto, or any related preliminary offering circular or the Additional Issuer Free Writing Prospectus or in any materials or information provided to investors byInformation, or with the approval arises out of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”)or is based upon, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Underwriter Purchaser and each such controlling person for any legal or and other expenses reasonably incurred by it the Purchaser or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, provided that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, documents in reliance upon and in conformity with written information furnished to the Company by you or on behalf of the Purchaser specifically for use inclusion therein; and, provided further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary offering circular, the preparation thereof; it being understood and agreed that indemnity agreement contained in this subsection (a) shall not inure to the only information furnished by you consists benefit of the information described as Purchaser on account of any such losses, claims, damages or liabilities or actions arising from the sale of the Offered Securities, to the extent that such sale was an initial resale by the Purchaser and any such loss, claim, damage or liability of the Purchaser results from the fact that there was not sent or given to the person that purchased the Offered Securities, at or prior to the written confirmation of the sale of such Offered Securities to such person, a copy of the Offering Document (exclusive of any material included therein but not attached thereto) if the Company had previously furnished copies thereof to the Purchaser. The foregoing indemnity agreement is in Section 6(f)addition to any liability which the Company may otherwise have to the Purchaser or any controlling person of the Purchaser.

Indemnification and Contribution. (a) The In the case of each offering of Registrable Securities made pursuant to this Agreement, the Company agrees to indemnify and hold harmless each Holder, its officers and directors, each underwriter of Registrable Securities so offered and each person, if any, who controls any of the Underwriter foregoing persons within the meaning of the Securities Act, from and against any and all claims, liabilities, losses, claimsdamages, damages or liabilitiesexpenses and judgments, joint or several, to which the Underwriter they or any of them may become subject, under the Securities Act or otherwise (otherwise, including any amount paid in settlement of any litigation if such settlement is effected commenced or threatened, and shall promptly reimburse them, as and when incurred, for any reasonable legal or other expenses incurred by them in connection with the written consent of the Company)investigating any claims and defending any actions, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) shall arise out of of, or are shall be based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and registration statement (or in any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary or final prospectus included therein, or any amendment thereto or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors bydocument incorporated by reference therein, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable to a particular Holder in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon, any untrue statement or alleged untrue statement, or any omission, if such statement or omission shall have been made in reliance upon an and in conformity with information relating to such Holder furnished to the Company in writing by or on behalf of such Holder specifically for use in the preparation of the registration statement (or in any preliminary or final prospectus included therein) or any amendment thereof or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a Holder and shall survive the transfer of such securities. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to each Holder, its officers and directors, underwriters of the Registrable Securities or any controlling person of the foregoing; provided, further, that, as to any underwriter or any person controlling any underwriter, this indemnity does not apply to any loss, liability, claim, damage or expense arising out of or base upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materialspreliminary prospectus if a copy of a prospectus was not sent or given by or on behalf of an underwriter to such person asserting such loss, in reliance upon and in conformity with written information furnished claim, damage, liability or action at or prior to the Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists written confirmation of the information described sale of the Registrable Securities as required by the Securities Act and such untrue statement or omission had been corrected in Section 6(f)such prospectus.

Indemnification and Contribution. (a) The Company agrees to (A) indemnify and hold harmless each holder of Registrable Notes (including any Initial Purchaser which holds Registrable Notes, including Resale Securities, for its own account (each, a "RESALE INITIAL PURCHASER") and each Person, if any, who controls any such Person within the Underwriter from meaning of either the Securities Act or the Exchange Act and each director, officer, employee or agent of each such Person (each a "HOLDER INDEMNIFIED PARTY") against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter may become subject, they or any of them are subject under the Securities Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement covering Registrable Notes held by such person or any Prospectus relating to any such Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors thereto and all documents incorporated by the Company (whether in person or electronically)reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and will (B) reimburse the Underwriter each such Holder Indemnified Party for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; providedPROVIDED, howeverHOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the such Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Statement or Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materialsamendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished relating to such holder provided by such holder to the Company by you specifically for use in therein (collectively, the preparation thereof"HOLDER INFORMATION"); it being understood and agreed PROVIDED, FURTHER, HOWEVER, that the only information furnished indemnity obligations arising out of this Section 8 with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary Prospectus shall not inure to the benefit of any holder or any controlling Person of such holder, to the extent that a prospectus relating to such Registrable Notes or the Exchange Notes, as the case may be, was required to be delivered by you consists such holder under the Securities Act in connection with such sale and any such loss, claim, damage or liability of such holder results from the fact that such holder failed to send or deliver to the Person asserting any such losses a copy of the information described final Prospectus with or prior to the delivery of the written confirmation of the sale of the Registrable Notes or the Exchange Notes, as the case may be, and such final Prospectus would have cured the untrue statement or omission giving rise to such losses if the Company had previously furnished copies thereof to such holder. This indemnity agreement will be in Section 6(f)addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter from and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter they or any of them may become subject, subject under the Securities Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement for the Rule 430B Information and any other information deemed to be a part registration of the Registration Statement at Offered Securities as originally filed or in any amendment thereof, or in the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableBasic Prospectus, any Preliminary Prospectus, the Time of Sale Disclosure Package, preliminary prospectus or related preliminary prospectus supplement or the Prospectus, or in any amendment thereof, or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse the Underwriter each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of of, or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, therein in reliance upon and in conformity with written information furnished to the Company by you specifically for use or on behalf of any Underwriter through the Representatives and (ii) such indemnity with respect to the Basic Prospectus or any preliminary prospectus or related preliminary prospectus supplement shall not inure to the benefit of any Underwriter, its directors, officers, employees or agent (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Offered Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented) excluding documents incorporated thereby by reference at or prior to the confirmation of the sale of such Offered Securities to such person in any case where such delivery is required by the Securities Act and the untrue statement or omission of a material fact contained in the preparation thereof; it being understood and agreed that Basic Prospectus or any preliminary prospectus or related preliminary prospectus supplement was corrected in the only information furnished by you consists of Prospectus (or the information described Prospectus as such amended or supplemented). This indemnity agreement will be in Section 6(f)addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The In the event of any registration of any of the Shares hereunder, the Company agrees will enter into customary indemnification arrangements to indemnify and hold harmless each of the Underwriter from Selling Holders, each of their respective directors and officers, each Person (as defined in (e) below) who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Person, if any, who controls each such Selling Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Covered Persons") against any losses, claims, damages or liabilitiesdamages, --------------- liabilities and expenses, joint or several, to which the Underwriter such Person may become subject, be subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any related registration statement filed under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableSecurities Act, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any materials or information provided to investors bydocument incorporated by reference therein, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including ii) any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Underwriter each such Covered Person, as incurred, for any legal or any other expenses reasonably incurred by it such Covered Person in connection with investigating or defending against any such loss, claim, damageliability, liability action or action as such expenses are incurredproceeding; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any Preliminary Prospectussuch preliminary prospectus or final prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company by you such Selling Holder or such underwriter specifically for use in the preparation thereof; it being understood . Such indemnity shall remain in full force and agreed that effect regardless of any investigation made by or on behalf of any such Covered Person and shall survive the only information furnished transfer of such securities by you consists of the information described Selling Holders. The Company also shall agree to provide for contribution as shall reasonably be requested by the Selling Holders or any underwriters in circumstances where such in Section 6(f)indemnity is held unenforceable.

Indemnification and Contribution. (a) The Company agrees to Transferor and TMCC will, jointly and severally, indemnify and hold harmless the each Underwriter from and against any losses, claims, damages or liabilities, joint or several, as incurred, to which the such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the each Underwriter for any legal or other expenses reasonably incurred by it such Underwriter in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company Transferor nor TMCC will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, from any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, documents in reliance upon and in conformity with written information furnished to the Company Transferor or TMCC by you any Underwriter through the Representative specifically for use therein; provided that neither TMCC nor the Transferor shall be liable under this subsection (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission made in any preliminary prospectus that is corrected in the preparation thereof; it being understood and agreed that final Prospectus (or any amendment or supplement thereto) if the only information furnished by you consists person asserting such loss, claim, damage or liability was not given the final Prospectus (or any amendment or supplement thereto) on or prior to the confirmation of the information described as such in Section 6(f)sale of the Certificates.

Indemnification and Contribution. (a) The To the extent permitted by law, the Company agrees to will indemnify and hold harmless each selling Holder, any investment banking firm acting as an underwriter for the Underwriter from selling Holder, any broker/dealer acting on behalf of any selling Holder and each officer and director of such selling Holder, such underwriter, such broker/dealer and each person, if any, who controls such selling Holder, underwriter or broker/dealer within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter they may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Rule 430B Information and in any other information deemed preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment such preliminary prospectus or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they are made; and will reimburse the Underwriter such selling Holder, such underwriter, broker/dealer or such officer, director or controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the liability of the Company will not to each selling Holder hereunder shall be liable in any such case limited to the extent gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement. provided, further that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with the Registration Statement, any Preliminary Prospectus, preliminary prospectus or final prospectus relating thereto or any amendments or supplements to the Time of Sale Disclosure Package, the Prospectus, Registration Statement or any such amendment preliminary prospectus or supplement, any Issuer Free Writing Prospectus or in any Marketing Materialsfinal prospectus, in reliance upon and in conformity with written information furnished to the Company by you specifically expressly for use in connection with the preparation thereof; it being understood and agreed that Registration Statement or any such preliminary prospectus or final prospectus by the only information furnished by you consists selling Holder, any underwriter for them or controlling person with respect to them. This Section 8(a) shall not inure to the benefit of any selling Holder with respect to any person asserting loss, damage, liability or action as a result of a selling Holder selling Registrable Securities during a Suspension Period (as defined in Section 10 hereof) or selling in violation of Section 5(c) of the information described as such in Section 6(f)Securities Act.

Indemnification and Contribution. (a) The In the event the Rights Offering is consummated, the Company agrees to shall indemnify and hold harmless the Underwriter from Standby Purchaser and its respective officers, directors and employees and each other Person, if any, who controls the Standby Purchaser within the meaning of the Securities Act (all such Persons being hereinafter referred to, collectively, as the “Standby Indemnified Persons”), against any losses, claims, damages or liabilities, joint or several, to which any of the Underwriter Standby Indemnified Persons may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or any alleged untrue statement of a any material fact contained contained, on the effective date thereof, in the Rights Offering Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Rights Offering Prospectus or in any amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will shall reimburse the Underwriter each such Standby Indemnified Person for any reasonable legal or any other expenses reasonably incurred by it such Standby Indemnified Person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable in any such case to any Standby Indemnified Person to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement any actual or alleged untrue statement or omission actual or alleged omission made in the Rights Offering Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Rights Offering Prospectus or in any Marketing Materials, amendment or supplement thereto or in reliance upon and in conformity with written information furnished to the Company by you such Standby Indemnified Person specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Standby Indemnified Person, and shall survive the preparation thereof; it being understood and agreed that the only information furnished transfer of such Securities or New Shares by you consists of the information described as such in Section 6(f)Standby Indemnified Person.

Indemnification and Contribution. (a) The In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, the Company agrees to will indemnify and hold harmless each seller of such Restricted Stock thereunder, and each other Person, if any, who controls such seller within the Underwriter from and meaning of the Securities Act, against any all losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller or controlling Person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Restricted Stock was registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Securities Act pursuant to the Rules and RegulationsSections 4, if applicable5 or 6, any Preliminary Prospectuspreliminary prospectus, the Time of Sale Disclosure Package, the Prospectusfinal prospectus or Free Writing Prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter each such seller, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; action, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, conformity with information furnished by any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, such seller or any such amendment or supplement, any Issuer Free Writing Prospectus or controlling Person in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you writing specifically for use in the preparation thereofsuch registration statement or prospectus; it being understood and agreed further provided, that the only information furnished by you consists Company will not be liable with respect to any preliminary prospectus to the seller of such Restricted Stock, and each other Person, if any, who controls such seller within the meaning of the information described Securities Act, if a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such in Section 6(f)seller of such Restricted Stock, or such other Person, if any who controls such seller within the meaning of the Securities Act, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Restricted Stock, to such Person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

Indemnification and Contribution. (a) The Company agrees to will, and hereby does, indemnify and hold harmless harmless, in the Underwriter from case of any registration statement filed pursuant to Section 1 or 2, each seller of any Registrable Securities covered by such registration statement and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act, and their respective directors, officers, partners, agents and Affiliates, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller or underwriter or any such director, officer, partner, agent, Affiliate or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement otherwise, including, without limitation, the reasonable fees and expenses of any litigation if such settlement is effected with the written consent of the Company)legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableSecurities Act, any Preliminary Prospectuspreliminary prospectus, the Time of Sale Disclosure Package, the Prospectusfinal prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company will reimburse the Underwriter such seller or underwriter and each such director, officer, partner, agent, Affiliate and controlling Person for any legal or any other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damageliability, liability action or action as such expenses are incurredproceeding; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue /untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any Preliminary Prospectussuch preliminary prospectus, the Time of Sale Disclosure Packagefinal prospectus, the Prospectussummary prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company by you or on behalf of such seller or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; it being understood and agreed provided, further, that the only information furnished by you consists Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the information described Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in Section 6(f)such final prospectus and such final prospectus was required to be delivered to such Person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, partner, agent, Affiliate or controlling person and shall survive the transfer of such securities by such seller.

Indemnification and Contribution. (a) The Company agrees and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the Underwriter meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which the Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing related Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person to any Holder or electronically), any prospective purchaser of Exchange Securities or arise out of Registrable Securities or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse in conformity with any information relating to any Initial Purchaser or any Holder furnished to the Underwriter Company in writing either directly or through J.P. Morgan Securities Inc. or any Holder expressly for use therein; pxxxxxxx, xxat with respect to any legal such untrue statement in or other expenses reasonably incurred by it omission from any preliminary prospectus, the indemnity agreement contained in connection with investigating this Section 5(a) shall not inure to the benefit of any Initial Purchaser or defending against any Holder from whom the person asserting any such loss, claim, damage, damage or liability received Securities or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case Exchange Securities to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an with respect to such Initial Purchaser or Holder results from the fact that both (i) a copy of the final prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Securities or Exchange Securities to such person and was required by applicable law to be sent or given to such person at or prior to the written confirmation of the sale of such Securities or Exchange Securities and (ii) the untrue statement or alleged untrue statement in or omission or alleged omission made from the related preliminary prospectus was corrected in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materialsfinal prospectus unless, in reliance upon and in conformity with written information furnished either case, such failure to deliver the final prospectus was a result of non-compliance by the Company by you specifically for use in with the preparation thereof; it being understood and agreed that the only information furnished by you consists provisions of the information described as such in Section 6(f)3(c) of this Agreement.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder, such Holder’s directors and officers, each person who participates in the Underwriter from offering of such Registrable Securities, including underwriters (as defined in the Securities Act), and each person, if any, who controls such Holder or participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter they may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon an on any untrue statement or alleged untrue statement of a any material fact contained in such registration statement on the Registration Statement, effective date thereof (including any prospectus filed under Rule 424 under the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Securities Act or any amendment amendments or supplement supplements thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), ) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Underwriter each such Holder, such Holder’s directors and officers, such participating person or controlling person for any legal or other expenses reasonably incurred by it them (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel) in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable to any Holder, such Holder’s directors and officers, participating person or controlling person in any such case to the extent that for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementconnection with such registration statement, any Preliminary Prospectuspreliminary prospectus, the Time of Sale Disclosure Package, the Prospectus, final prospectus or any such amendment amendments or supplement, any Issuer Free Writing Prospectus or in any Marketing Materialssupplements thereto, in reliance upon and in conformity with written information furnished to the Company by you specifically expressly for use in connection with such registration by any such Holder, such Holder’s directors and officers, participating person or controlling person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder, such Holder’s directors and officers, participating person or controlling person, and shall survive the preparation thereof; it being understood and agreed that the only information furnished transfer of such securities by you consists of the information described as such in Section 6(f)Holder.

Indemnification and Contribution. (a) The Company agrees to and the Adviser, jointly and severally, shall indemnify and hold harmless you, your directors, officers, employees and each person, if any, who controls you within the Underwriter meaning of the Securities Act from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Stock), to which the Underwriter you, your directors, officers, employees or controlling persons may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration StatementNotification, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, (B) any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Registration Statement or any amendment or supplement thereto, thereto or (C) any Issuer Free Writing Prospectus blue sky application or in any materials other document prepared or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors executed by the Company (whether in person or electronically), or arise out of or are based upon any written information furnished by the Company specifically for use in such materials) filed in any jurisdiction specifically for the purpose of qualifying any or all the Stock under the securities laws of any state or other jurisdiction (such application, document or information being hereinafter called a "Blue Sky Application") or (ii) the omission or alleged omission to state therein a in any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto, or in any Blue Sky Application any material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Underwriter you, your directors, officers, employees or controlling persons for any legal or other expenses reasonably incurred by it you, your directors, officers, employees or controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will and the Adviser shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, Registration Statement or the Prospectus, Prospectus or in any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you or on your behalf specifically for use in the preparation thereof; it being understood and agreed that the only inclusion therein which information furnished by you consists solely of the information described as such specified in Section 6(f7(e); and provided further that the Adviser shall be liable to such indemnified party in any such case only to the extent that the Company fails to indemnify and hold harmless such indemnified party pursuant to this Section 7(a); and provided further that to the extent the Adviser has indemnified any such party, the Company shall contribute to the Adviser a portion of the amount paid by the Adviser to any such indemnified party as shall be appropriate to reflect the relative benefits received by the Company and the Adviser in the offering of the Stock and the relative fault of the Company and the Adviser in causing the omission or misstatement which resulted in such payment. The foregoing indemnity agreement is in addition to any liability which the Company or the Adviser may otherwise have to you or to any of your directors, officers, employees or controlling persons.

Indemnification and Contribution. (a) The Issuer, the Company agrees to and the Sellers, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the Underwriter from meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which the such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in (i) the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and (ii) any written information prepared by or on behalf of the Issuer, the Company or the Sellers and provided to the Underwriters for use in connection with the preparation of an Underwriter Free Writing Prospectus; and will reimburse the each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by it each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Sellers, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, documents in reliance upon and in conformity with written information furnished to the Issuer, the Company or the Sellers by you any Underwriter specifically for use therein. This indemnity agreement will be in addition to any liability which the preparation thereof; it being understood Issuer, the Company and agreed that the only information furnished by you consists of the information described as such in Section 6(f)Sellers may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Issuer and the Guarantor shall jointly and severally indemnify and hold harmless each Holder, such Holder’s officers, directors, partners and employees and each person, if any, who controls such Holder within the Underwriter meaning of the Securities Act (each, an “Indemnified Holder”), from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which the Underwriter such Indemnified Holder may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as any such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Shelf Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon ii) the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will shall reimburse the Underwriter each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by it such Indemnified Holder in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Statement or any such Prospectus or amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement thereto in reliance upon and in conformity with written information furnished to the Company Issuer by you specifically for use in the preparation thereofor on behalf of such Holder; it being understood and agreed provided, further, that the only information furnished by you consists Issuer and the Guarantor shall not be liable for any loss, liability, claim, damage or expense to the extent that it arises from a sale of Transfer Restricted Securities occurring during a Suspension Period, provided that such Holder shall have received a Suspension Notice with respect to such Suspension Period prior to such sale. The foregoing indemnity agreement is in addition to any liability which the information described as such in Section 6(f)Issuer and the Guarantor may otherwise have to any Indemnified Holder.

Indemnification and Contribution. (a) The 5.01 In the event of any registration under the Securities Act of any Registrable Shares pursuant to this Agreement, the Company agrees to will indemnify and hold harmless the Underwriter from seller of such Registrable Shares, each underwriter of such Registrable Shares, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Act Securities Act, the Exchange Act, state securities or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse the Underwriter such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by it such seller, underwriter or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredand when incurred by them; providedPROVIDED, howeverHOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made in the such Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by you or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof; it being understood and agreed PROVIDED, FURTHER, HOWEVER, that the only information furnished by you consists foregoing indemnity agreement with respect to any registration statement or prospectus relating to the Registrable Securities shall not inure to the benefit of the information described as any seller in such in Section 6(f).offering, its officers, directors or agents, or controlling persons if:

Indemnification and Contribution. (ai) The In the event of any registration under the Securities Act of any Registrable Stock of Investors pursuant to this Section 6, the Company hereby covenants and agrees to indemnify and hold harmless each Investor and their respective partners, directors, officers, employees, managers, agents and control persons (within the Underwriter meaning of Section 15 of the Securities Act) disposing of such Registrable Stock (collectively, “Indemnified Persons”) from and against any losses, claims, damages or liabilities, joint or several, including reimbursement for legal and other expenses to which the Underwriter such Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus contained therein (in the Registration Statementcase of any prospectus or preliminary prospectus, including the Rule 430B Information and any other information deemed to be a part in light of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, circumstances under which they were made) or in any amendment or supplement thereto, any Issuer Free Writing Prospectus thereto or in any materials or information provided preliminary prospectus relating to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)a Shelf Registration, or arise out of of, or are based upon upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of any prospectus or preliminary prospectus, in light of the circumstances under which they were made), and will reimburse shall reimburse, as incurred, the Underwriter Indemnified Persons for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredin respect thereof; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the a Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Statement or any such amendment or supplement, any Issuer Free Writing Prospectus prospectus or in any Marketing Materials, amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Investor and furnished to the Company by you or on behalf of such Investor specifically for use inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the preparation thereof; it being understood indemnity agreement contained in this Section 6(g)(i) shall not inure to the benefit of any Investor from whom the person asserting any such losses, claims, damages or liabilities purchased the Registrable Stock concerned, to the extent that a prospectus relating to such Registrable Stock was required to be delivered by such Investor or underwriter under the Securities Act in connection with such purchase and agreed any such loss, claim, damage or liability of such Investor results from the fact that there was not sent or given to such Person, at or prior to the only information furnished by you consists written confirmation of the information described sale of such Registrable Stock to such Person, a copy of the final prospectus if the Company had previously furnished a copy thereof to such Investor; provided, further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Person. The Company shall also indemnify underwriters in connection with a disposition of Registrable Stock by the Investors, and such underwriters’ respective directors, officers and control persons (within the meaning of Section 15 of the Securities Act) to the same extent as provided above with respect to the indemnification of the such in Section 6(f)Investors if requested by a majority of such Investors.

Indemnification and Contribution. (a) (i) The Company agrees to Depositor and FUNB agree to, jointly and severally, indemnify and hold harmless the Underwriter Underwriters, their directors and each person, if any, who controls the Underwriters within the meaning of Section 15 of the Securities Act from and against any lossesand all loss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim damage, liability or action relating to purchases and sales of the Offered Certificates), to which the Underwriter Underwriters, their directors or any such controlling person may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofA) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon B) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or (D) the omission or alleged omission to state, in the Prospectus, a material fact required to be stated therein or necessary to make the statements in the Prospectus, in the light of the circumstances under which they were made, not misleading and will shall reimburse the Underwriter each Underwriter, each such director and each such controlling person promptly upon demand for any legal or other expenses reasonably incurred by it such Underwriter, such director or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action action, as such expenses are incurred; provided, however, that the Company will Depositor and FUNB shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, the Registration Statement in reliance upon and in conformity with written information furnished to the Company Depositor by you or on behalf of any of the Underwriters specifically for use inclusion therein (as specified in Section 8(h) below). The foregoing indemnity agreement is in addition to any liability which the preparation thereof; it being understood Depositor and agreed that FUNB may otherwise have to the only information furnished by you consists Underwriters, their directors or any controlling person of the information described as such in Section 6(f)Underwriters.

Indemnification and Contribution. (a) The In the event of any registration under the Securities Act of any offering including shares of Company Stock, the Company hereby agrees to indemnify and hold harmless the Underwriter from each Stockholder, and each other person or entity that controls such Stockholder and each such Stockholder's officers, directors and employees, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such Stockholder and/or person or entity may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which shares of Company Stock were registered under the Registration StatementSecurities Act, including the Rule 430B Information and in any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, preliminary prospectus or final prospectus contained therein or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any failure or alleged failure of the Company to comply with any applicable statute, rule or regulation in connection with the registration statement or the offering, and will reimburse the Underwriter such Stockholder and/or such person or entity for any legal or other expenses reasonably incurred by it such Stockholder and/or such person or entity as such expenses are incurred in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredproceeding; provided, however, that the Company will not be liable in any -------- such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, said preliminary or any such final prospectus or said amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in strict conformity with written information furnished to the Company by you such Stockholder specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the information described as such in Section 6(f).

Indemnification and Contribution. (a) The Company agrees Each Offeror agrees, -------------------------------- jointly and severally, to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the Underwriter from and meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter they or any of them may become subject, subject under the Act Securities Act, the Securities Exchange Act, or otherwise any other statute or common law and to reimburse each such Underwriter and controlling person for any legal or other expenses (including including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in settlement of connection with investigating or defending any litigation if such settlement is effected losses, claims, damages, or liabilities, or in connection with the written consent of the Company)defending any actions, insofar as such losses, claims, damages or liabilities (damages, liabilities, expenses or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, or the Prospectus, or in either such document as amended or supplemented (if any amendment amendments or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronicallysupplements thereto shall have been furnished), or arise out any Preliminary Prospectus (if and when used prior to the effective date of the Registration Statement), or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the foregoing agreement, insofar as it relates to any Preliminary Prospectus, shall not inure to the benefit of any Underwriter (or to the benefit of any person who controls such Underwriter) on account of any losses, claims, damages or liabilities arising out of the sale of any of the Trust Preferred Securities by such Underwriter to any person if it shall be established that a copy of the Prospectus, excluding any documents incorporated by reference (as supplemented or amended, if Dominion shall have made any supplements or amendments which have been furnished to the Representatives), shall not have been sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale to such person in any case where such delivery is required by the Securities Act and the Offerors satisfied their obligations pursuant to Section 5(a) hereof, if the misstatement or omission leading to such loss, claim, damage or liability was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or supplemented, and will reimburse such correction would have cured the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against defect giving rise to such loss, claim, damage, liability or action as such expenses are incurredliability; providedand provided further, however, that the Company will indemnity agreement contained in this Section 8(a) shall not be liable in apply to any such case to the extent that any such losslosses, claimclaims, damagedamages, liability liabilities, expenses or action arises actions arising out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectusstatement, or any such amendment omission or supplementalleged omission, any Issuer Free Writing Prospectus if such statement or in any Marketing Materials, omission was made in reliance upon and in conformity with written information furnished herein or otherwise in writing to the Company Offerors by you specifically or on behalf of any Underwriter for use in the preparation thereof; it being understood and agreed that Registration Statement or any amendment thereto, in the only information furnished by you consists Prospectus or any supplement thereto, or in any Preliminary Prospectus. The indemnity agreement of the information described as such Offerors contained in this Section 8(a) and the representations and warranties of the Offerors contained in Section 6(f)1 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any such controlling person, and shall survive the delivery of the Trust Preferred Securities.

Indemnification and Contribution. (a) The Company agrees will indemnify each Holder of Registrable Securities, each of its officers, directors, members, managers and partners, and each person controlling such Holder, with respect to indemnify which such registration, qualification or compliance has been effected pursuant to Section 2, and hold harmless each underwriter, if any, and each person who controls any underwriter of the Underwriter Registrable Securities held by or issuable to such Holder from and against any all claims, losses, claimsexpenses, damages or liabilities, joint or several, to which the Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or and liabilities (or actions in respect thereofthereto) arise arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the Registration Statement, including the Rule 430B Information and like) incident to any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectussuch registration qualification or compliance, or based on any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock omission (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse the Underwriter each such Holder, each of its officers, directors, members, managers and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any reasonable legal or and any other expenses reasonably incurred by it in connection with investigating investigating, defending or defending against settling any such claim, loss, damage, liability or action; provided,however, that the indemnity agreement contained in this Section 2.6 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); and provided, further, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damagedamage or liability arises out of or is based upon the Company’s reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Holder, liability any such underwriter or action as any such expenses are incurred; provided, however, that controlling person in writing specifically for use in such registration statement or prospectus and the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the Registration Statementregistration statement and any such Holder, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, such underwriter or any such amendment controlling person thereafter fail to deliver or supplement, any Issuer Free Writing Prospectus cause to be delivered such registration statement as so amended or in any Marketing Materials, in reliance upon and in conformity supplemented prior to or concurrently with written information furnished the sale of the Registrable Securities to the person asserting such loss, claim, damage or liability (or actions in respect thereof) or expense after the Company by you specifically for use in has furnished the preparation thereof; it being understood and agreed that undersigned with the only information furnished by you consists of the information described as such in Section 6(f)same.

Indemnification and Contribution. (a) The In the event of any registration of any Securities under the Securities Act pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless the Underwriter from Standby Purchasers and each other Person who participated in the offering of such Securities and each other Person, if any, who controls either Standby Purchaser or such participating Person within the meaning of the Securities Act (all such Persons being hereinafter referred to, collectively, as the “Standby Indemnified Persons”), against any losses, claims, damages or liabilities, joint or several, to which any of the Underwriter Standby Indemnified Persons may become subject, subject (i) as a result of any breach by the Company of any of its representations or warranties contained herein or in any certificate delivered hereunder or (ii) under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or (A) any alleged untrue statement of a any material fact contained contained, on the effective date thereof, in any registration statement under which such securities were registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableSecurities Act, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (B) any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Underwriter each such Standby Indemnified Person for any reasonable legal or any other expenses reasonably incurred by it such Standby Indemnified Person in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable in any such case to any Standby Indemnified Person to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement any actual or alleged untrue statement or omission actual or alleged omission made in the Registration Statementsuch registration statement, any Preliminary Prospectuspreliminary prospectus, the Time of Sale Disclosure Package, the Prospectus, prospectus or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company by you such Standby Indemnified Person specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Standby Indemnified Person, and shall survive the preparation thereof; it being understood and agreed that the only information furnished transfer of such Securities or New Shares by you consists of the information described as such in Section 6(f)Standby Indemnified Person.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless each Placement Agent, its officers, employees, representatives and agents and each person, if any, who controls any Placement Agent (within the Underwriter from meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (collectively the "PLACEMENT AGENT INDEMNIFIED PARTIES" and each a "PLACEMENT AGENT INDEMNIFIED PARTY") against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof, to which the Underwriter that Placement Agent Indemnified Party may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementBase Prospectus, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at or the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, Prospectus Supplement or in any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any breach of the representations and warranties of the Company contained herein, and will shall reimburse the Underwriter each Placement Agent Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by it that Placement Agent Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission made in from the Registration Statement, any Preliminary Base Prospectus, the Time of Sale Disclosure Package, Registration Statement or the Prospectus, Prospectus Supplement or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company by you through the Representative specifically for use in therein, which information the preparation thereof; it being understood and agreed that parties hereto agree is limited to the only information furnished by you consists of the information described Placement Agents' Information (as such defined in Section 6(f15). This indemnity agreement is not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Placement Agent Indemnified Party.

Indemnification and Contribution. (a) The In the event of a registration of any Restricted Stock under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless each Shareholder, each underwriter of such Restricted Stock thereunder and each other person, if any, who controls such Shareholder or such underwriter within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages . damages* or liabilities, joint or several, to which the Underwriter such Shareholder, such underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged any untrue statement of a any material fact contained in any registration statement under which such Restricted Stock were registered under the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicableSecurities Act, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact material-fait required to be stated therein or necessary to make the statements therein not misleading, and will reimburse pay the Underwriter for any legal or fees and other expenses reasonably of such Shareholder, each such underwriter and each such controlling person incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as action, provided, however, that the Company will not be liable to such expenses are incurred; providedShareholder in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with information furnished by such Shareholder, any such underwriter or any such controlling person in writing, and, provided further, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or an alleged omission made in any preliminary prospectus or final prospectus if (1) such Shareholder failed to send or deliver a copy of the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, final prospectus or any such amendment prospectus supplement with or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished prior to the Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists delivery of written confirmation of the information described as sale of Restricted Stock and (2) the final prospectus or prospectus supplement would have corrected such in Section 6(f)untrue statement or omission.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder, such Holder’s directors and officers, each Person who participates in the Underwriter from offering of such Registrable Securities, including underwriters (as defined in the Securities Act), and each Person, if any, who controls such Holder or participating Person within the meaning of the Securities Act, against any losses, claims, damages or damages, liabilities, joint or severalcosts and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) (hereinafter, a “Loss”) to which the Underwriter they may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions proceedings in respect thereof) arise out of or are based upon an on any untrue statement or alleged untrue statement of a any material fact contained in such Registration Statement on the Registration Statement, effective date thereof (including any prospectus filed under Rule 424 under the Rule 430B Information Securities Act or any amendments or supplements thereto and any other information contained in a form of prospectus or prospectus supplement that is deemed to be a part of the a Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430B under the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), Securities Act) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Underwriter each such Holder, such Holder’s directors and officers, such participating Person or controlling Person for any legal or and other expenses reasonably incurred by it them (but not in excess of expenses incurred in respect of one firm of legal counsel for all of them unless there is an actual conflict of interest between any Indemnified Parties, which Indemnified Parties may be represented by separate counsel) in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredLoss; provided, however, that the indemnity agreement contained in this Section 17.7(a) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company; provided, further, that the Company will shall not be liable to any Holder, such Holder’s directors and officers, participating Person or controlling Person in any such case for any such Loss to the extent that any such loss, claim, damage, liability or action it arises out of of, or is based upon upon, an untrue statement or alleged untrue statement or omission or alleged omission made in the connection with such Registration Statement, any Preliminary Prospectuspreliminary prospectus, the Time of Sale Disclosure Package, the Prospectus, final prospectus or any such amendment amendments or supplement, any Issuer Free Writing Prospectus or in any Marketing Materialssupplements thereto, in reliance upon and in conformity with written information furnished to the Company by you specifically expressly for use in the preparation thereof; it being understood connection with such registration by any such Holder or such Holder’s directors and agreed that the only information furnished by you consists of the information described as such in Section 6(f)officers, participating Person or controlling Person.

Indemnification and Contribution. (a) The In connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any participating Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell Exchange Notes, the Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities included within any such Shelf Registration Statement and each participating Broker-Dealer or Initial Purchaser selling Exchange Notes, and each person, if any, who controls any such person within the Underwriter meaning of Section 15 of the Securities Act (each, a "Participant") from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes) to which the Underwriter such Participant or controlling person may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the such Registration Statement at the time of effectiveness and at or any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, prospectus forming part thereof or in any amendment or supplement thereto, any Issuer Free Writing Prospectus thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Underwriter each Participant promptly upon demand for any legal or other expenses reasonably incurred by it such Participant in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; providedPROVIDED, howeverHOWEVER, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the any such Registration Statement, Statement or any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, prospectus forming part thereof or in any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company by you or on behalf of any Participant specifically for use inclusion therein; and PROVIDED FURTHER that as to any preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any such Participant or any controlling person of such Participant on account of any loss, claim, damage, liability or action arising from the sale of the Exchange Notes to any person by that Participant if (i) that Participant failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act and (ii) the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such preliminary Prospectus was corrected in the preparation thereof; it being understood and agreed Prospectus, unless, in each case, such failure resulted from non-compliance by the Company with Section 6(c). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Participant or to any controlling person of that the only information furnished by you consists of the information described as such in Section 6(f)Participant.

Indemnification and Contribution. (a) The Company Issuer agrees to indemnify and hold harmless each Agent, each affiliate (within the Underwriter from meaning of the Exchange Act) of an Agent and their respective officers, directors, employees, representatives and agents, and each person who controls such Agent within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter they or any of them may become subject, under the Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)other federal or State statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant registration statement relating to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus Notes as originally filed or in any materials or information provided to investors byamendment thereto, or with in any preliminary prospectus or the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, and will agrees to reimburse the Underwriter each Agent for any legal or other expenses reasonably incurred by it such Agent in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that (i) the Company Issuer will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, documents in reliance upon and in conformity with written information furnished to the Company Issuer by you any Agent specifically for use therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any Agent (or any person controlling such Agent) through which the person asserting any such loss, claim, damage or liability purchased the Notes which are the subject thereof if (A) such person did not receive a copy of the Prospectus (or the Prospectus as so amended or supplemented), excluding documents incorporated therein by reference at or prior to the earlier of the confirmation of the sale of such Notes or the delivery of the Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in any preliminary prospectus or the Prospectus was corrected in the preparation thereof; it being understood Prospectus (or the Prospectus as amended or supplemented prior to the confirmation of the sale of such Notes to such person) and agreed (B) the Issuer had previously furnished copies of the Prospectus (or the Prospectus as amended or supplemented prior to the confirmation of the sale of the Notes to such person) to such Agent. This indemnity agreement will be in addition to any liability that the only information furnished by you consists of the information described as such in Section 6(f)Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless and pay and reimburse, each seller of such Registrable Securities thereunder and each other person, if any, who controls such seller within the Underwriter from and meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter such seller, underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement, including the Rule 430B Information and Securities Act pursuant hereto or any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)thereof, or arise out of of, or are based upon upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation of the Securities Act or any state securities or blue sky laws and will reimburse the Underwriter each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon the Company's reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, conformity with information furnished by any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, such seller or any such amendment or supplement, any Issuer Free Writing Prospectus or controlling person in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you writing specifically for use in such registration statement or prospectus. Notwithstanding the preparation thereof; it being understood and agreed that foregoing, the only information furnished by you consists indemnification provided in this Section 5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the information described as consent of such in Section 6(f)indemnified party.