Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. a. The Company shall indemnify and hold harmless the 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 any of them may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless each Underwriter, the Initial Purchaser directors, officers, employees and agents of each Underwriter 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, person who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either the 1933 Act or the 1934 Exchange Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the 1933 Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, or in any the Prospectus, or any amendment thereof or supplement thereto, or any related preliminary prospectus or 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will agrees to reimburse each such party indemnified party, as incurred, for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Informationany such untrue statement or alleged untrue statement or omission or alleged omission in any of such documents, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriters specifically for inclusion therein; (ii) provided further, that with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, preliminary prospectus or in any Prospectuspreliminary prospectus supplement, the indemnity agreement contained in this Section 5(a6(a) shall not inure to the benefit of an Indemnified Holder any Underwriter from whom the Person person asserting any such loss, claim, damage or liability purchased the securities Securities concerned, to the extent that any such loss, claim, damage or liability of such Indemnified Holder Underwriter occurs under the circumstance where it shall have been established that: determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the ProspectusProspectus to the Underwriters, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, Prospectus was required by the 1933 Act to be made to such Person; person, (y) the untrue statement or omission of a material fact contained in the Prospectus preliminary prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; the Prospectus and (z) there was not received by sent or given to such Personperson, at or prior to the written confirmation of the sale of such securities Securities to such Personperson, 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. (a) The Company shall will indemnify and hold harmless the Initial Purchaser each Agent 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 Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Agent 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 any of them such Agent or such controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration StatementStatement or the Prospectus, or in any Prospectusamendment or supplement thereto, or any amendment thereof or supplement theretopreliminary prospectus relating to the 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading; and will, and will as such expenses are incurred, reimburse each Agent and each such party controlling person for any legal or other expenses reasonably incurred by such party Agent or such controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall 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 or liability arises out of or is based upon Holder Informationan untrue statement or alleged untrue statement or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company by such Agent through the Lead Agent specifically for use therein; (ii) and provided further, that with respect to any untrue statement or omission of material fact or alleged untrue statement or omission made in any Shelf Registration Statement, or in any Prospectuspreliminary prospectus relating to the Securities, the indemnity agreement contained in this Section 5(asubsection (a) shall not inure to the benefit of an Indemnified Holder any Agent (or to the benefit of any person controlling such Agent) from whom the Person person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the securities Securities concerned, to the extent extant that any such loss, claim, damage or liability of such Indemnified Holder occurs under Agent or such controlling person results from the circumstance where it shall have been established that: (w) the Company had previously furnished copies fact that a copy of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 not sent or supplements thereto timely provided given to such Indemnified Holder; and (z) there was not received by such Person, any person at or prior to the written confirmation of the sale of such securities Securities to such Person, person (provided that such Prospectus did not contain any such untrue statement or omission or alleged untrue statement or omission and 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 amendments or supplements to the Prospectus; and (iii) the indemnification provisions of this Section shall not apply to amounts paid Prospectus in settlement of any loss, claim, damage or liability if accordance with such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedAgent’s customary procedures). This indemnity agreement will be in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless the 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”) Underwriter against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter may become subject, under the 1933 Securities Act or otherwiseotherwise (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) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in including the 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 thereof or supplement thereto, or any Issuer Free Writing 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 any Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party Underwriter for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending against such loss, claim, damage, liability or action; or (ii) in whole or in part upon any such action inaccuracy in the representations and warranties of the Company contained herein; or claim as such expenses are incurred(iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, or in any Preliminary Prospectus, the indemnity agreement contained Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by 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 5(a) shall not inure 6(a), it 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 benefit propriety and enforceability of an Indemnified Holder from whom the Person asserting any Company’s obligation to reimburse the Underwriters for such loss, claim, damage or liability purchased expenses and the securities concerned, possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such lossinterim reimbursement payment is so held to have been improper, claimthe Underwriter that received such payment shall promptly return it to the party or parties that made such payment, damage together with interest, compounded daily, determined on the basis of the prime rate (or liability 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 Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 prior written consent of the Company, which consent shall not be unreasonably withheld or delayedrequest. This indemnity agreement will shall be in addition to any liability that liabilities which the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. The (a) Upon the Registration of Applicable Securities pursuant to Section 2, 3 or 4 hereof, the Company shall indemnify and hold harmless the Initial Purchaser Holders 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 PersonUnderwriter, if any, which facilitates the disposition of Applicable Securities, and each of their respective officers and directors and any Person who controls the Initial Purchaser Holders or any such Holder, as applicable, each Underwriter within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (collectively each such Person being sometimes referred to for purposes of this Section 5 as an “Indemnified HolderPerson”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Indemnified Person may become subject, subject under the 1933 Act Securities Act, Canadian Securities Laws, if applicable, or otherwise, insofar as such losses, claims, damages, 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 any Registration Statement or corresponding Canadian Prospectus under which such Applicable Securities are to be registered or qualified under the Shelf Registration StatementSecurities Act or Canadian Securities Laws, if applicable, or in any ProspectusProspectus contained therein or furnished by the Company to any Indemnified Person, or any amendment thereof or supplement thereto, 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 the Company hereby agrees to reimburse each such party Indemnified Person for any reasonable and documented legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action or claim as such expenses are incurredclaim; provided, however, that: (i) that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf such Registration StatementStatement or Prospectus, or in any amendment or supplement or Canadian Prospectus, if applicable, in reliance upon and in conformity with written information furnished to the indemnity agreement contained in this Section 5(a) Company by a Holder or other Indemnified Person or its agent expressly for use therein; provided further, however, that the Company shall not inure be liable to the benefit of an Indemnified Holder from whom the Person asserting extent that any such loss, claim, damage damage, liability (or liability purchased action or proceeding in respect thereof) or expense arises out of or is based upon (i) the securities concerneduse 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 offering or sale of Registrable Securities or any other Person, if any, who controls such Underwriter within the meaning of the Securities Act, to the extent that any such loss, claim, damage damage, liability (or liability of such Indemnified Holder occurs under the circumstance where it shall have been established that: (waction or proceeding in respect thereof) the Company had previously furnished copies or expense arises out of the matters described 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, and any amendments and supplements theretoif applicable, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment Persons asserting an untrue statement or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the alleged untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or alleged omission prior to the written confirmation time of the sale of such securities Applicable 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 Person if such settlement is effected without the prior written consent of the Companystatement or omission was timely corrected in such Prospectus, which consent shall not be unreasonably withheld supplement or delayed. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any lossamendment or Canadian Prospectus, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)if applicable.

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 shall will indemnify and hold harmless the Initial Purchaser and seller of such Registrable Shares, each Holder underwriter of Transfer Restricted Securities covered by any Shelf Registration Statementsuch Registrable Shares, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personother person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter within the meaning of either the 1933 Securities Act or the 1934 Exchange 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 any of them such seller, underwriter or controlling person may become subject, subject under the 1933 Act Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages, 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 Shelf Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or in any Prospectus, or any amendment thereof or supplement theretoto 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, ; and the Company will reimburse such seller, underwriter and each such party controlling person for any legal or any other expenses reasonably incurred by such party seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; providedPROVIDED, howeverHOWEVER, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in any Prospectus, the indemnity agreement contained reliance upon and in this Section 5(a) shall not inure conformity with information furnished to the benefit Company, in writing, by or on behalf of an Indemnified Holder from whom such seller, underwriter or controlling person specifically for use in the Person asserting 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 lossunderwriter within the meaning of the Securities Act or the Exchange Act, claimagainst any losses, damage claims, damages or liability purchased the securities concernedliabilities, joint or several, to which the extent that any Company, such lossdirectors and officers, claim, damage underwriter or liability of such Indemnified Holder occurs controlling person may become subject under the circumstance where it shall have been established that: Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (wor actions in respect thereof) the Company had previously furnished copies arise out of the Prospectus, and or are based upon any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the untrue statement or omission alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Prospectus 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 corrected made in amendments reliance upon and in conformity with information furnished in writing to the Company by or supplements thereto timely on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the 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 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 Holder; and (z) there was not received by such Person, at or prior to the written confirmation Party of the sale a release from all liability in respect of such securities claim or litigation, and no Indemnified Party shall consent 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 entry of any loss, claim, damage judgment or liability if settle such settlement is effected claim or litigation without the prior written consent of the CompanyIndemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld. This indemnity agreement will 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 addition respect to any liability that 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 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 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 haveunder this Section. This indemnity agreement will not apply No party shall be liable for contribution with respect to any lossaction, damagesuit, expense, liability proceeding or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)settled without its written consent.

Indemnification and Contribution. a. (a) The Company shall Seller and the Servicer shall, jointly and severally, indemnify and hold harmless the Initial Purchaser and each Holder of Transfer Restricted Securities covered by any Shelf Registration StatementUnderwriter, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (collectively referred to for purposes of this Section 5 as an each, a “Indemnified HolderControl Person”) and the respective officers, directors, agents and employees of any of the foregoing harmless against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter or Control Person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, or the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in any the Final Prospectus), the Ratings Free Writing Prospectus, 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 thereof or supplement thereto, 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 each such party Underwriter and Control Person for any legal or other expenses reasonably incurred by such party Underwriter or Control Person in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that neither the Company shall not Seller nor the Servicer will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement in or omission of material fact made in or alleged omission from any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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 documents in reliance upon and in conformity with the circumstance where it shall have been established that: Underwriter Information (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(viias defined below).

Indemnification and Contribution. a. The (a) Upon the Registration of Applicable Securities pursuant to Section 5.1 or Section 5.2 hereof, the Company shall indemnify and hold harmless the Initial Purchaser each Electing Holder and each Holder of Transfer Restricted Securities covered by any Shelf Registration Statementunderwriter, and each director, officer, partner, member and employee of the Initial Purchaser selling agent or such Holder, as applicable, and each Personother securities professional, if any, which facilitates the disposition of Applicable Securities, and each of their respective officers and directors and each person who controls the Initial Purchaser or any such Electing Holder, as applicableunderwriter, selling agent or other securities professional within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (collectively referred to for purposes of this Section 5 as each such Person, an “Indemnified HolderPerson”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Indemnified Person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 any Registration Statement under which such Applicable Securities are to be registered under the Shelf Registration StatementSecurities Act, or in any ProspectusProspectus contained therein, or any amendment thereof or supplement thereto, 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 the Company hereby agrees to reimburse each such party Indemnified Person for any reasonable and documented legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf such Registration StatementStatement or Prospectus, or amendment or supplement, in any Prospectusreliance upon and in conformity with written information furnished to the Company by such Indemnified Person or its agent expressly for use therein; and provided, further, that the indemnity agreement contained in this Section 5(a) Company shall not inure to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage or liability purchased the securities concerned, be liable to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon the use of any Prospectus after such Indemnified Holder occurs under the circumstance where it shall have been established that: (w) time as the Company had previously furnished copies of has advised the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any Electing Holder in writing that a post-effective amendment or supplements theretosupplement thereto is required, was required by the 1933 Act to be made to except such Person; (y) the untrue statement Prospectus as so amended or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)supplemented.

Indemnification and Contribution. a. The (a) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Sections 2 or 3, the Company shall will indemnify and hold harmless the Initial Purchaser each seller of such Registrable Securities thereunder and each Holder of Transfer Restricted Securities covered by any Shelf Registration Statementsuch seller's agents, employees, directors and each directorofficers, officer, partner, member from 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 any of them such seller may become subject, subject under the 1933 Securities Act or 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 such Registrable Securities was registered under the Shelf Registration StatementSecurities Act pursuant to Sections 2 or 3, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party for or (iii) any legal or other expenses reasonably incurred by such party in connection with investigating or defending violation of any such action or claim as such expenses are incurred; applicable securities law, provided, however, that: (i) that the Company shall 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 Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in reliance upon and in conformity with information furnished by such seller or an authorized officer of any Shelf Registration Statementsuch seller acting on behalf of such seller and each other person, if any, who controls such seller within the meaning of the Securities Act, or in any Prospectuswriting by an authorized officer of the seller of Registrable Securities or by an officer or duly authorized agent or employee of such seller of Registrable Securities specifically for use in such registration statement or prospectus, and, provided further, however, that the indemnity agreement contained Company will not be liable in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage or liability purchased the securities concerned, case to the extent that any such loss, claim, damage damage, liability or liability action arises out 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the is based upon an untrue or alleged untrue statement or omission of a material fact contained or an alleged omission made in any preliminary prospectus or final prospectus if (1) the Prospectus was corrected in amendments or supplements thereto timely provided Company delivered to such Indemnified Holder; and Holder the final prospectus or prospectus supplement, (z2) there was not received by such Person, at Holder failed to send or deliver a copy of the final prospectus or prospectus supplement with or prior to the delivery of written confirmation of the sale of such securities to such Personthe Registrable Securities, a copy of such amendments or supplements to the Prospectus; and (iii3) the indemnification provisions of this Section shall not apply to amounts paid in settlement of any loss, claim, damage final prospectus or liability if prospectus supplement would have corrected such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld untrue statement or delayed. This indemnity agreement will be in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)omission.

Indemnification and Contribution. a. The (a) 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 shall will indemnify and hold harmless the Initial Purchaser and pay and reimburse, each Holder of Transfer Restricted Investor selling such Registrable Securities covered by any Shelf Registration Statementthereunder, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personother person, if any, who controls the Initial Purchaser or any such Holder, as applicable, Investor 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Investor or controlling person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, registration statement under which such Registrable Securities were registered under the Securities Act pursuant hereto or in any Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, 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, or any violation or alleged violation of the Securities Act or any state securities or blue sky laws and will reimburse each such party Investor and controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon Holder Information; (ii) with respect to any the Company's reliance on an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting conformity with information furnished by any such loss, claim, damage Investor or liability purchased the securities concerned, to the extent that any such loss, claim, damage controlling person (whether or liability of such Indemnified Holder occurs under not the circumstance where it shall have been established that: (wInvestor or controlling person asserting the claims for indemnification) in writing specifically for use in the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the untrue registration statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)prospectus.

Indemnification and Contribution. a. (a) The Company shall will indemnify and hold harmless the 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”) Remarketing Agent against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Remarketing Agent may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, General Disclosure Package or in any Prospectus, the Prospectus (or any amendment thereof or supplement thereto, ) 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 (ii) in the case of event any Prospectus, Remarketing Agent is named as a defendant in any proceeding relating to the light remarketing of the circumstances under which they were made) not misleadingNotes, except to the extent finally judicially determined to be due to its gross negligence or willful misconduct; and will reimburse each such party Remarketing Agent for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of material fact made any Remarketing Agent, specifically for use in any Shelf the preparation thereof; provided, further, that the foregoing indemnity agreement with respect to the Registration Statement, General Disclosure Package or in any Prospectus, the indemnity agreement contained in this Section 5(a) Prospectus shall not inure to the benefit of an Indemnified Holder any Remarketing Agent from whom the Person 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 a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the time when sales of the 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 purchased would not have occurred had the securities concernedRemarketing Agent delivered the corrected Registration Statement, to the extent that any such lossGeneral Disclosure Package, claim, damage Prospectus 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, and any amendments and supplements thereto, Issuer Free Writing Prospectus to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the untrue statement or omission of a material fact contained person as provided for in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the written confirmation of the sale of such securities to such Person, a copy of such amendments or supplements to the Prospectus; and clause (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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)above.

Indemnification and Contribution. a. The (a) 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 shall indemnify and hold harmless the Initial Purchaser and each Holder of Transfer Restricted Securities covered by Registrable Notes included within any such Shelf Registration Statement, Statement and each director, officer, partner, member and employee of the Participating Broker-Dealer or Initial Purchaser or such Holderselling Exchange Notes, as applicable, its officers and directors and each Person, if any, who controls the Initial Purchaser or any such Holder, as applicable, Person within the meaning of either Section 15 of the 1933 Act or the 1934 Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) Securities Act, against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which you, they or any of you or them may become subject, subject under the 1933 Exchange Act or 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 connection with defending any action, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon an any alleged untrue statement or alleged untrue statement of a material fact contained in the Shelf any Registration Statement, Statement or in any Prospectus, or if the Company shall furnish or cause to be furnished to you any amendment thereof amendments or supplement theretoany supplements to any Prospectus, in any Prospectus covering Registrable Notes or Exchange Notes, as applicable, as so amended or 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim except insofar as such expenses are incurred; providedlosses, howeverclaims, that: (i) the Company shall not be liable in any such case to the extent that any such lossdamages, claim, damage liabilities or liability arises actions arise out of or is are based upon Holder Information; (ii) with respect to any such alleged untrue statement or omission, or untrue statement or omission of material fact which was made in any Shelf a Registration StatementStatement or in a Prospectus, or in such Prospectus as so amended or supplemented, in reliance upon and in conformity with information furnished in writing to the Company by or through any ProspectusInitial 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, the and except that this indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder 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 whom the Person asserting sale of the Notes to any person if such loss, claim, damage or liability purchased loss arises from the securities concerned, to the extent fact 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 a copy of the Prospectus, and any amendments and supplements thereto, as the same may then be supplemented or amended to the extent such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and Initial Purchaser or Participating Broker-Dealer by the Company (z) there excluding, however, any document then incorporated or deemed incorporated therein by reference), was not received sent or given by such Person, at 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 Prospectus as supplemented or amended at the time of such securities confirmation, and such Prospectus, as amended or supplemented, was timely delivered to such Person, a copy 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 such amendments or supplements written notice of the commencement of any action in respect to which indemnity from the Prospectus; and (iii) the indemnification provisions 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 apply release the Company from any liability which it may have to amounts paid in settlement of any loss, claim, damage such Initial Purchaser or liability if Participating Broker-Dealer or to such settlement is effected without the prior written consent controlling person otherwise than on account of the Company, which consent shall not be unreasonably withheld or delayed. This indemnity agreement will contained in this Section 4(a). In case any such action shall be in addition to brought against any liability that the Company may otherwise have. This indemnity agreement will not apply to Initial Purchaser or Participating Broker-Dealer or any loss, damage, expense, liability such person controlling any Initial Purchaser or claim arising from an offer Participating Broker-Dealer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from 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, however, that the 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 Suspension Period pursuant to Section 3(c)(viisame 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 their 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 (a) 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 and the Trust shall indemnify and hold harmless the Initial Purchaser and each Holder of Transfer Restricted Securities covered by included within any such Shelf Registration StatementStatement and each participating Broker-Dealer or Initial Purchaser selling New Securities, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, person within the meaning of either Section 15 of the 1933 Act or the 1934 Securities Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”each, a "Participant") from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities) to which any of them such Participant or controlling person may become subject, under the 1933 Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf any such Registration Statement, Statement or any prospectus forming part thereof or in any Prospectus, or any amendment thereof or supplement thereto, thereto 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 which is referred to in the case or induced as part of any Prospectusloss, in the light claim, damage, liability or action arising out of the circumstances under which they were madeor based upon matters covered by clause (i) not misleading, or (ii) above and will shall reimburse each such party Participant promptly upon demand for any legal or other expenses reasonably incurred by such party Participant in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; providedPROVIDED, howeverHOWEVER, that: that (i) the Company and the Trust shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf such Registration Statement, Statement or any prospectus forming part thereof or in any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company or the Trust by or on behalf of any Participant specifically for inclusion therein; and PROVIDED FURTHER that as to any preliminary Prospectus, the indemnity agreement contained in this Section 5(a8(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage Participant or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability controlling person 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 Participant on account of any loss, claim, damage damage, liability or liability if such settlement is effected without action arising from the prior written consent sale of the CompanyNew Securities to any person by that Participant if (i) that Participant failed to send or give a copy of the Prospectus, which consent shall not as the same may be unreasonably withheld amended or delayedsupplemented, 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 Prospectus, unless, in each case, such failure resulted from non-compliance by the Company and the Trust with Section 6(c). This The foregoing indemnity agreement will be is in addition to any liability that which the Company and the Trust may otherwise have. This indemnity agreement will not apply have to any loss, damage, expense, liability Participant or claim arising from an offer or sale, occurring during a Suspension Period, to any controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)that Participant.

Indemnification and Contribution. a. The (a) In the case of each offering of Registrable Securities made pursuant to this ARTICLE III, the Company shall agrees to indemnify and hold harmless harmless, to the Initial Purchaser and extent permitted by law, 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 Selling Holder, as applicable, each underwriter of Registrable Securities so offered and each Person, if any, who controls any of the Initial Purchaser or any such Holder, as applicable, foregoing Persons within the meaning of either the 1933 Securities Act or and the 1934 Act (collectively referred to for purposes officers, directors, members, partners, stockholders, Affiliates, employees, accountants, advisors and agents of this Section 5 as an “Indemnified Holder”) 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, or actions in respect thereof, to which they or any of them may become subject, under the 1933 Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, claimsliabilities, damagescosts, liabilities claims and damages (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 Shelf Registration Statement, registration statement (or in any Prospectuspreliminary or final prospectus included therein or issuer free writing prospectus related thereto) or in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities, or any amendment thereof or supplement thereto, or arise out of in any document incorporated by reference therein, or are based upon the any 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 each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall not be liable to any Person in any such case to the extent that any such loss, claimliability, cost, claim or damage or liability arises out of or is based upon Holder Information; (ii) with respect relates to any untrue statement or alleged untrue statement, or any omission, if such statement or omission of material fact shall have been made in any Shelf Registration Statement, reliance upon and in conformity with information furnished to the Company in writing by or on behalf of such Person specifically for use in such registration statement (or in any Prospectuspreliminary 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 transfer of such securities. The foregoing indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 Company may otherwise have. This indemnity agreement will not apply have to any losseach Selling Holder, damage, expense, liability or claim arising from an offer other holder or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company underwriter of the commencement Registrable Securities or any controlling person of the Suspension Period pursuant to Section 3(c)(vii)foregoing and the officers, directors, members, partners, stockholders, Affiliates, employees, accountants, advisors and agents of each of the foregoing.

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless the Initial Purchaser Underwriter from 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 any of them the Underwriter may become subject, under the 1933 Act or otherwiseotherwise (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) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in 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 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 each such party the Underwriter for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending any against such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf 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 ProspectusMarketing Materials, the indemnity agreement contained in this Section 5(a) shall not inure reliance upon and in conformity with written information furnished to the benefit of an Indemnified Holder from whom Company by you specifically for use in the Person asserting any such loss, claim, damage or liability purchased preparation thereof; it being understood and agreed that 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 only information furnished copies by you consists of the Prospectus, and any amendments and supplements thereto, to information described as such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii6(f).

Indemnification and Contribution. a. (a) The Company and each of the Guarantors shall jointly and severally indemnify and hold harmless the each Initial Purchaser Purchaser, its affiliates, directors, officers and employees 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 Personperson, if any, who controls the any 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”) Securities Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities), to which any of them that Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the 1933 Act or otherwise, subject insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Shelf Registration StatementPreliminary Offering Memorandum, the Disclosure Package, any Issuer Written Communication or the Offering Memorandum or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a 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 material fact necessary to make the statements therein (in the case of any Prospectustherein, in the light of the circumstances under 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 each Initial Purchaser and each such party affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by such party 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 or claim as such expenses are incurred; provided, however, that: (i) that neither the Company nor any Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in the Preliminary Offering Memorandum, the Disclosure Package, any Shelf Registration StatementIssuer Written Communication or the Offering Memorandum, or in any Prospectussuch amendment or supplement, in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to the Company through the Representative by or on behalf of such Initial Purchaser specifically for inclusion therein which information consists solely of the information specified in Section 7(e). The foregoing indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 Company or any of the Guarantors may otherwise have. This indemnity agreement will not apply have to any lossInitial Purchaser or to any affiliate, damagedirector, expenseofficer, liability employee or claim arising from an offer or sale, occurring during a Suspension Period, controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)that Initial Purchaser.

Indemnification and Contribution. a. The (i) In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to this paragraph 4, the Company shall will indemnify and hold harmless the Initial Purchaser and each Holder seller of Transfer such Restricted Securities covered by any Shelf Registration StatementStock thereunder, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personother person, if any, who controls the Initial Purchaser or any such Holder, as applicable, seller 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller or controlling person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration StatementSecurities Act pursuant to this paragraph 4, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 each such party seller and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurred; action, provided, however, that: (i) that the Company shall 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 Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission (A) so made in conformity with information furnished by any Shelf Registration Statementsuch seller or any such controlling person in writing specifically for use in such registration statement or prospectus, or in any Prospectus, the indemnity agreement (B) contained in this Section 5(a) shall not inure a preliminary prospectus and subsequently corrected in a final or amended prospectus copies of which were delivered to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage seller 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the untrue statement or omission of controlling person on a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)basis.

Indemnification and Contribution. a. The (a) In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Initial Purchaser seller of such Registrable Securities, and its directors and officers, each Holder underwriter of Transfer Restricted Securities covered by any Shelf Registration Statementsuch Registrable Securities, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personother person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter within the meaning of either the 1933 Securities Act or the 1934 Exchange 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 any of them such seller, underwriter or controlling person may become subject, subject under the 1933 Act Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar in so far 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 any Registration Statement under which such Registrable Securities were registered under the Shelf Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or in any Prospectus, or any amendment thereof or supplement theretoto such Registration Statement, and any document incorporated therein by reference; 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, ; and the Company will reimburse such seller, underwriter and each such party controlling person for any legal or any other expenses reasonably incurred by such party seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf such Registration Statement, preliminary prospectus or in any Prospectusprospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting or 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements theretosupplement, was required by the 1933 Act in reliance upon and in conformity with information furnished 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 prior written consent of the Company, which consent shall not be unreasonably withheld in writing, by or delayed. This indemnity agreement will be on behalf of such seller, underwriter or controlling person specifically for use in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)preparation thereof.

Indemnification and Contribution. a. The (a) In the case of each offering of Registrable Securities made pursuant to this Agreement, the Company shall indemnify and hold harmless the 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 applicableits officers, directors and affiliates, each underwriter of Registrable Securities so offered and each Person, if any, who controls any of the Initial Purchaser or any such Holder, as applicable, foregoing Persons within the meaning of either the 1933 Act or the 1934 Securities Act (collectively referred to for purposes of this Section 5 as an “Indemnified HolderHolder Indemnitees”) ), from and against any and all claims, liabilities, losses, claimsdamages, damages or liabilitiesexpenses and judgments, joint or several, or actions in respect thereof, to which they or any of them may become subject, under the 1933 Securities Act or otherwise, including any amount paid in settlement of any litigation 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 investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions 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 Shelf Registration Statement, registration statement (or in any Prospectuspreliminary or final prospectus included therein) relating to the offering and sale of such Registrable Securities, or any amendment thereof or supplement thereto, or arise out of in any document incorporated by reference therein, or are based upon the any 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 each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall not be liable to any Holder Indemnitee in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; (ii) with respect to upon, any untrue statement or alleged untrue statement, or any omission, if such statement or omission of material fact shall have been made in any Shelf Registration Statement, reliance upon and in conformity with information 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 Prospectuspreliminary 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 contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 which the Company may otherwise have. This indemnity agreement will not apply have to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)Indemnitee.

Indemnification and Contribution. a. The Company shall (a) To the extent permitted by law, Buyer will indemnify and hold harmless the Initial Purchaser Sellers, officers and directors of the Company, the partners of Peninsula and any underwriter (as defined in the Securities Act) 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 Personperson, if any, who controls the Initial Purchaser any of them or any such Holder, as applicable, underwriter 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them they may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, or expressly incorporated by reference in any Prospectussuch registration statement, including any preliminary prospectus or final prospectus contained therein or any amendment thereof or supplement thereto, 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse the Sellers, the officers and directors of the Company, Peninsula and each such party underwriter or controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a9.5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 such loss, claim, damage damage, liability or liability action if such settlement is effected without the prior written Buyer's consent of the Company, (which consent shall not be unreasonably withheld or delayed. This indemnity agreement will ), nor shall the Buyer be liable in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to such case for any such loss, claim, damage, expense, liability or claim arising from action to the extent that it arises out of or is based upon an offer untrue statement or salealleged untrue statement or omission or alleged omission made in connection with such registration statement, occurring during a Suspension Periodpreliminary prospectus, of Transfer Restricted Securities final prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)Sellers or by any such underwriter selected by Seller, or any person controlling such underwriter.

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless the Initial Purchaser and each Holder of Transfer Restricted Securities or New Securities, as the case may be, covered by any Shelf Registration StatementStatement (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 director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Person, if any, person who controls the Initial Purchaser or any such Holder, as applicable, Holder within the meaning of either the 1933 Act or the 1934 Exchange Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the 1933 Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, 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 Shelf any Registration StatementStatement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, 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 agrees to reimburse each such party indemnified party, as incurred, for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any such untrue statement or alleged untrue statement or omission of material fact or alleged omission made therein in any Shelf Registration Statement, or reliance upon and in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure conformity with written information furnished to the benefit Company by or on behalf of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 prior written consent of the Company, which consent shall not be unreasonably withheld or delayedspecifically for inclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have. This indemnity agreement will not apply The Company also agrees to indemnify or contribute as provided in Section 6(d) to the Losses of any lossunderwriter of Securities or New Securities, damageas the case may be, expenseregistered under a Shelf Registration Statement, liability their directors, officers, employees or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder agents and each person who has previously received notice from controls such underwriter on substantially the Company same basis as that of the commencement indemnification of the Suspension Period pursuant to Initial Purchasers and the selling Holders provided in this Section 3(c)(vii)6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(o) hereof.

Indemnification and Contribution. a. The (a) 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 shall will indemnify and hold harmless the Initial Purchaser each seller of such Restricted Stock and Additional Restricted Stock thereunder, each underwriter of such Restricted Stock and Additional Restricted Stock thereunder 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 Personother person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration StatementSecurities Act pursuant to Sections 4, 5 or in 6, any Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 each such party seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses the same are incurred; , provided, however, that: (i) that the Company shall 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 Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting conformity with information furnished by any such lossseller, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage underwriter or liability any such controlling person in writing specifically for use in such registration statement or prospectus or from a failure of such Indemnified Holder occurs under seller to comply with the circumstance where it shall have been established that: (w) prospectus delivery requirements of the Securities Act if the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, has delivered to such Indemnified Holder; (x) delivery seller any reasonable number of the Prospectus, and any amendment correct or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received prospectuses requested by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)seller.

Indemnification and Contribution. a. The (a) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company shall will, to the extent permitted by law, indemnify and hold harmless the Initial Purchaser and each Holder selling Stockholder (including each member, partner, officer or director thereof), each underwriter of Transfer Restricted Securities covered by any Shelf Registration Statementsuch seller of such Registrable Shares, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personother person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter within the meaning of either the 1933 Securities Act or the 1934 Exchange Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) against any expenses, losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, including any of the foregoing incurred in connection with the settlement of any commenced or threatened litigation, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereof, to which any of them may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or actions ) 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 Shelf Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or in any Prospectus, or any amendment thereof or supplement theretoto 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 (in not misleading or any violation or alleged violation by the case of any Prospectus, in the light Company of the circumstances Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under which they were made) not misleadingthe 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 such seller, underwriter and each such party controlling person for any legal or any other expenses reasonably incurred by such party seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf such Registration Statement, final prospectus, or any such amendment or supplement, in any Prospectus, reasonable reliance upon and in conformity with information furnished (or not furnished in the indemnity agreement contained in this Section 5(a) shall not inure to the benefit case of an Indemnified Holder from whom the Person asserting any such loss, claim, damage omission or liability purchased the securities concerned, alleged omission) 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 prior written consent of the Company, which consent shall not be unreasonably withheld in writing, by or delayed. This indemnity agreement will be on behalf of any seller, underwriter or controlling person specifically for use in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)preparation thereof.

Indemnification and Contribution. a. (a) The Company Partnership shall indemnify and hold harmless each Underwriter, the Initial Purchaser directors, officers, employees and agents of each Holder Underwriter, affiliates of Transfer Restricted Securities covered by any Shelf Registration StatementUnderwriter who have participated in the distribution of securities as underwriters, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either Section 15 of the 1933 Act or the 1934 Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) Securities Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Units), to which any of them that Underwriter, director, officer, employee or controlling person may become subject, under the 1933 Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, the Basic Prospectus, the Pricing Disclosure Package or the Prospectus or in any Prospectus, or any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will shall reimburse each Underwriter and each such party director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by such party 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 or claim as such expenses are incurred; provided, however, that: (i) that the Company Partnership shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package or the Prospectus, or in any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Partnership through the Underwriters by or on behalf of any Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 9(e). The foregoing indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 which the Company Partnership may otherwise have. This indemnity agreement will not apply have to any lossUnderwriter or to any director, damageofficer, expense, liability employee or claim arising from an offer or sale, occurring during a Suspension Period, controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)that Underwriter.

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless the Initial Purchaser and each Holder of Transfer Restricted Securities covered by any Shelf Registration StatementStatement (including, without limitation, each Initial Purchaser), its directors, officers, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, employees and each Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Holder within the meaning of either the 1933 Securities Act or the 1934 Exchange Act (collectively referred to for purposes of this Section 5 as an a “Indemnified Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them may become subject, under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein (in the case of any Prospectustherein, in the light of the circumstances under which they were made) , not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the Person 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 the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Indemnified the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Securities Act to be made to such Personperson; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holderthereto; and (z) there was not received by sent or given to such Personperson, at or prior to the written confirmation of the sale of such securities to such Personperson, 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii3(c)(vi).

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless the Initial Purchaser Underwriter, its affiliates, directors and each Holder of Transfer Restricted Securities covered by any Shelf Registration Statementofficers and employees, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, liabilities to which any of them the Underwriter or such person may become subject, under the 1933 Securities Act or otherwiseotherwise (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) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in including the 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, the Time of Sale Disclosure Package, the Prospectus, or any amendment thereof 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 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 Prospectustherein, in the light of the circumstances under which they were made) , not misleading, and will reimburse each such party the Underwriter for any documented legal or other expenses reasonably incurred by such party it in connection with evaluating, investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, or in any Prospectusthe Time of Sale Disclosure Package, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and or any amendment or supplements supplement thereto, was required or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by the 1933 Act to be made to such Person; (y) the untrue statement or omission of a material fact contained Underwriter specifically for use in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)preparation thereof.

Indemnification and Contribution. a. (a) The Company shall will indemnify and hold harmless the Initial Purchaser each Underwriter, each of its officers and directors and affiliates 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 Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Securities and Exchange Act of 1934, as amended (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) the "Exchange Act"), against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, 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 any Preliminary Prospectus, the Shelf Registration Statement, Statement or in any the Prospectus, or any amendment thereof or supplement thereto, 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 promptly reimburse each such party Underwriter for any legal or other expenses reasonably incurred by such party Underwriter in connection with investigating investigating, preparing to defend or defending defending, or appearing as a third- party witness in connection with, any such action or claim as such expenses are incurredclaim; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Informationan untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriters through you expressly for use therein; (ii) provided, further, that the foregoing indemnity agreement with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) Preliminary Prospectus shall not inure to the benefit of an Indemnified Holder any Underwriter from whom the Person person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased Securities, or any person controlling such Underwriter, if a copy of the securities concerned, to Prospectus (as then amended or supplemented if the extent that any such loss, claim, damage or liability of such Indemnified Holder occurs under the circumstance where it Company shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, was if required by the 1933 Act law so 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Personhave been delivered, at or prior to the written confirmation of the sale of such securities the Securities to such Personperson, a copy of and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such amendments losses, claims, damages 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)liabilities.

Indemnification and Contribution. a. The (a) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Initial Purchaser and seller of such Registrable Shares, each Holder underwriter of Transfer Restricted Securities covered by any Shelf Registration Statementsuch Registrable Shares, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personother person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter within the meaning of either the 1933 Securities Act or the 1934 Exchange 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 any of them such seller, underwriter or controlling person may become subject, subject under the 1933 Act Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages, 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 Shelf Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or in any Prospectus, or any amendment thereof or supplement theretoto 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, ; and the Company will reimburse such seller, underwriter and each such party controlling person for any legal or any other expenses reasonably incurred incurred, as such expenses are incurred, by such party seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf such Registration Statement, preliminary prospectus or in any Prospectusfinal prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting or 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements theretosupplement, was required by the 1933 Act in reliance upon and in conformity with information furnished 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 prior written consent of the Company, which consent shall not be unreasonably withheld in writing, by or delayed. This indemnity agreement will be on behalf of such seller, underwriter or controlling person specifically for use in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)preparation thereof.

Indemnification and Contribution. a. (a) The Company Issuer shall indemnify and hold harmless the Initial Purchaser each Holder, such Holder’s officers, directors, partners and employees 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 Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Holder within the meaning of either the 1933 Act or the 1934 Securities Act (collectively referred to for purposes of this Section 5 as each, an “Indemnified Holder”) ), from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which any of them such Indemnified Holder may become subject, under the 1933 Act or otherwise, insofar as any such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, Statement or in any Prospectus, Prospectus or any amendment thereof or supplement thereto, thereto 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 (in the case of any Prospectustherein, in the light of the circumstances under which they were made) , not misleading, and will shall reimburse each such party Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by such party Indemnified Holder in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company Issuer shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any the Shelf Registration StatementStatement or Prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder; provided, or in any Prospectusfurther, that the indemnity agreement contained in this Section 5(a) Issuer shall not inure to the benefit of an Indemnified Holder from whom the Person asserting be liable for any such loss, liability, claim, damage or liability purchased the securities concerned, expense 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the untrue statement or omission of arises from a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, Transfer Restricted Securities occurring during a Suspension Period, of Transfer Restricted Securities by provided that Issuer shall have provided such Holder a Suspension Notice Holder who has previously received notice from the Company of the commencement of the with respect to such Suspension Period pursuant prior to Section 3(c)(vii)such sale.

Indemnification and Contribution. a. The (i) In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Section 5, the Company shall will, to the extent permitted by law, indemnify and hold harmless the Initial Purchaser 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 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 Personother person, if any, who controls the Initial Purchaser such Subscriber or any such Holder, as applicable, underwriter 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them the Subscriber, or such underwriter or controlling person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration StatementSecurities Act pursuant to Section 5, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 in the case of any Prospectus, in the light of the circumstances under which they were when made) not misleading, and will subject to the provisions of Section 5(e)(iii) reimburse the Subscriber, each such party underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company 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 or liability arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting conformity with information furnished by any such loss, claim, damage or liability purchased the securities concerned, to the extent that any Subscriber in writing specifically for use in 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the untrue registration statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)prospectus.

Indemnification and Contribution. a. (a) The Company shall indemnify agrees to indemnify, defend and hold harmless the Initial Purchaser Underwriter, its affiliates, directors and each Holder of Transfer Restricted Securities covered by any Shelf Registration Statementofficers and employees, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, liabilities to which any of them the Underwriter or such person may become subject, under the 1933 Securities Act or otherwiseotherwise (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) 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 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 in any 430C, as applicable, of the Rules and Regulations, the Time of Sale Disclosure Package, the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing 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 any Prospectustherein, in the light of the circumstances under which they were made) , not misleading, and will reimburse each such party the Underwriter for any legal or other expenses reasonably incurred by such party it in connection with evaluating, investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company 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 damage, liability, expense or liability action arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, or in any Prospectusthe Time of Sale Disclosure Package, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and or any amendment or supplements theretosupplement thereto or any Issuer Free Writing Prospectus, was required in reliance upon and in conformity with written information furnished to the Company by the 1933 Act to be made to such Person; (y) Underwriter or the untrue statement or omission of a material fact contained Selling Stockholder specifically for use in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Personpreparation thereof, at or prior to the written confirmation including any description of the sale of such securities to such Person, a copy of such amendments or supplements to transaction provided by the Prospectus; and (iii) the indemnification provisions of this Section shall not apply to amounts paid Underwriter in settlement of any loss, claim, damage or liability if such settlement is effected without the 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).Schedule I.

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless the Initial Purchaser each Underwriter from 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 any of them such Underwriter may become subject, under the 1933 Act or otherwiseotherwise (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) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in including the 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 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 each such party Underwriter for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending any against such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf 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 ProspectusMarketing Materials, the indemnity agreement contained in this Section 5(a) shall not inure reliance upon and in conformity with written information furnished to the benefit of Company by 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 an 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 Underwriter consists of the Prospectus, and any amendments and supplements thereto, to information described as such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii6(g).

Indemnification and Contribution. a. (a) The Company shall will, and hereby does, indemnify and hold harmless harmless, in the Initial Purchaser and case of any registration statement filed pursuant to Section 1 or 2, each Holder seller of Transfer Restricted any Registrable Securities covered by any Shelf Registration Statement, such registration statement and each director, officer, partner, member and employee other Person who participates as an underwriter in the offering or sale of the Initial Purchaser or such Holder, as applicable, securities and each other Person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter 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”) Securities Act, and their respective directors, officers, partners, agents and Affiliates, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which such seller or underwriter or any of them such director, officer, partner, agent, Affiliate or controlling person may become subject, subject under the 1933 Securities Act or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages, 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 Shelf Registration StatementSecurities Act, any preliminary prospectus, final prospectus or in any Prospectussummary prospectus contained therein, or any amendment thereof or supplement thereto, or arise out of or are based upon the any 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 in which they were made) made not misleading, and the Company will reimburse such seller or underwriter and each such party director, officer, partner, agent, Affiliate and controlling Person for any legal or any other expenses reasonably incurred by such party them in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in such registration statement, any Shelf Registration Statementsuch preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; and provided, further, that the 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 Securities Act, in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage or liability purchased the securities concerned, case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of such Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies Person's failure to send or give a copy of the Prospectusfinal prospectus, and any amendments and supplements theretoas the same may be then supplemented or amended, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment Person asserting an untrue statement or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the alleged untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such securities Person if such statement or omission was corrected in such final prospectus and such final prospectus was required to be delivered to such Person, a copy . Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such amendments seller or supplements to any such director, officer, partner, agent, Affiliate or controlling person and shall survive the Prospectus; and (iii) the indemnification provisions transfer 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 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 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 securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)such seller.

Indemnification and Contribution. a. The (a) In the event of any registration of any of the Shares hereunder, the Company shall will enter into customary indemnification arrangements to indemnify and hold harmless each of the Initial Purchaser Selling Holders, each of their respective directors, officers, employees, advisors and agents, each Holder Person who participates as an underwriter in the offering or sale of Transfer Restricted Securities covered by any Shelf Registration Statementsuch securities, and each director, officer, partneremployee, member advisor and employee agent of the Initial Purchaser or such Holder, as applicable, each underwriter and each Person, if any, who controls the Initial Purchaser each such Selling Holder or any such Holder, as applicable, underwriter within the meaning of either the 1933 Act or the 1934 Securities Act (collectively referred to for purposes of this Section 5 as an collectively, the “Indemnified HolderHolder Covered Persons”) against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, or actions in respect thereof, to which any of them such Person may become subject, be subject under the 1933 Securities Act or otherwise, otherwise insofar as such losses, claims, damages, liabilities or 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 Shelf Registration StatementSecurities Act, any preliminary prospectus or in any Prospectusfinal prospectus included therein, or any amendment thereof or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectusprospectus, in the light of the circumstances under which they were made) not misleading), and the Company will reimburse each such party Holder Covered Person, as incurred, for any legal or any other expenses reasonably incurred by such party Holder Covered Person in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense (or action or proceeding in respect thereof) arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in such registration statement, any Shelf Registration Statementsuch preliminary prospectus or final prospectus, amendment or supplement in any Prospectus, the indemnity agreement contained reliance upon and in this Section 5(a) shall not inure conformity with written information furnished to the benefit Company after the Separation Date by such Selling Holder or such underwriter specifically for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of an Indemnified Holder from whom the Person asserting any investigation made by or on behalf of any such loss, claim, damage or liability purchased Holder Covered Person and shall survive 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the written confirmation of the sale 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, 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 public offering price of its Shares offered by 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 net amount of proceeds of all such Shares offered and sold by such Holder pursuant to such Person, a copy registration statement and (ii) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)fraudulent misrepresentation.

Indemnification and Contribution. a. (a) The Company shall and each of the Selling Shareholders, severally and not jointly, agree to indemnify and hold harmless the Initial Purchaser and each Holder of Transfer Restricted Securities covered by any Shelf Registration StatementUnderwriter, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Underwriter 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter or controlling person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, any Preliminary Prospectus, the Effective Prospectus or in any Final Prospectus, or any amendment thereof or supplement thereto, or in any Blue Sky application or other written information 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 (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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each Underwriter and each such party controlling person for any legal or other expenses reasonably incurred by such party Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall and the Selling Shareholders will not be liable in any such case to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the alleged untrue statement or omission of a material fact contained or alleged omission made in the Registration Statement, the Preliminary Prospectus, the Effective Prospectus was corrected or Final Prospectus or such amendment or such supplement or any Blue Sky Application in amendments or supplements thereto timely provided to such Indemnified Holder; reliance upon and (z) there was not received by such Person, at or prior in conformity with written information furnished to the written confirmation of the sale of such securities to such Person, a copy of such amendments or supplements to the Prospectus; and Company by any Underwriter specifically for use therein (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 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 it being understood that the Company may otherwise have. This indemnity agreement will not apply to only information so provided by the Underwriters is the information included in the last paragraph on the cover page and in the first, third and fourth paragraphs under the caption "Underwriting" in any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from Preliminary Prospectus and the Company of Final Prospectus and the commencement of the Suspension Period pursuant to Section 3(c)(viiEffective Prospectus).

Indemnification and Contribution. a. (a) The Company shall will indemnify and hold harmless the Initial Purchaser each Agent 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 Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Agent 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 any of them such Agent or such controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, Statement or the Prospectus (or in any Prospectus, or any amendment thereof or supplement thereto), any applicable Free Writing Prospectus or any applicable Time of Sale Information relating to the 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading; and will, and will as such expenses are incurred, reimburse each Agent and each such party controlling person for any legal or other expenses reasonably incurred by such party Agent or such controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall 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 or liability arises out of or is based upon Holder Informationan untrue statement or alleged untrue statement or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company by such Agent specifically for use therein; (ii) and provided further, that with respect to any untrue statement or omission of material fact or alleged untrue statement or omission made in any Shelf Registration Statement, or in any ProspectusTime of Sale Information relating to the Program Securities, the indemnity agreement contained in this Section 5(asubsection (a) shall not inure to the benefit of an Indemnified Holder any Agent (or to the benefit of any person controlling such Agent) from whom the Person person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the securities concernedapplicable Program Securities, to the extent that any such loss, claim, damage or liability of such Indemnified Holder occurs under Agent or such controlling person results from the circumstance where it shall have been established that: fact that a copy of any subsequent Time of Sale Information (w) the Company had previously furnished copies of the Prospectus, and which did not contain any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 or alleged untrue statement or omission) was corrected in amendments or supplements thereto timely provided delivered to such Indemnified Holder; and (z) there was not received Agent by the Company on a timely basis enabling such PersonAgent so to send, at give or prior to the written confirmation of the sale of such securities to such Person, make available a copy of such amendments or supplements to the Prospectus; and (iii) the indemnification provisions subsequent Time of this Section shall not apply to amounts paid Sale Information in settlement of any loss, claim, damage or liability if accordance with such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedAgent’s customary procedures. This indemnity agreement will be in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. The Company shall (a) Each Offeror agrees, -------------------------------- jointly and severally, to indemnify and hold harmless the Initial Purchaser each Underwriter 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, person who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either Section 15 of the 1933 Securities Act or Section 20(a) of the 1934 Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) Securities Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the 1933 Act Securities Act, the Securities Exchange Act, or otherwiseany other statute or common law and to reimburse each such Underwriter and controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in connection with investigating or defending any such losses, claims, damages, or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities liabilities, expenses or actions arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration StatementStatement or the Prospectus, or in either such document as amended or supplemented (if any Prospectusamendments or supplements thereto shall have been furnished), or any amendment thereof or supplement theretoPreliminary Prospectus (if and when used prior to the effective date of the 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 (in not misleading; provided that the case of foregoing agreement, insofar as it relates to any Preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage Underwriter (or liability purchased the securities concerned, to the extent that benefit of any person who controls such lossUnderwriter) on account of any losses, claimclaims, damage damages or liability liabilities arising out of the sale of any of the Capital Securities by such Indemnified Holder occurs under the circumstance where Underwriter to any person if it shall have been be established that: (w) the Company had previously furnished copies that a copy of the Prospectus, and excluding any documents incorporated by reference (as supplemented or amended, if Dominion shall have made any supplements or amendments and supplements theretowhich have been furnished to the Representatives), shall not have been sent or given by or on behalf of such Underwriter to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, person at or prior to the written confirmation of the sale of such securities to such Personperson in any case where such delivery is required by the Securities Act and the Offerors satisfied their obligations pursuant to Section 5(a) hereof, a copy of if the misstatement or omission leading to 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 was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or supplemented, and such settlement is effected without correction would have cured the prior written consent of defect giving rise to such loss, claim, damage, or liability; and provided further, however, that the Company, which consent shall not be unreasonably withheld or delayed. This indemnity agreement will be contained in addition to any liability that the Company may otherwise have. This indemnity agreement will this Section 8(a) shall not apply to any losssuch losses, damageclaims, expensedamages, liability liabilities, expenses or claim actions arising from an offer out of or salebased upon any such untrue statement or alleged untrue statement, occurring during a Suspension Periodor any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished herein or otherwise in writing to Offerors by or on behalf of Transfer Restricted Securities by a Notice Holder who has previously received notice from any Underwriter for use in the Company Registration Statement or any amendment thereto, in the Prospectus or any supplement thereto, or in any Preliminary Prospectus. The indemnity agreement of the commencement Offerors contained in this Section 8(a) and the representations and warranties of the Suspension Period pursuant to Offerors contained in Section 3(c)(vii)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 Company shall (a) Mexico agrees to indemnify and hold harmless each of you, the Initial Purchaser directors, officers, employees and agents of each of you 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, person who controls the Initial Purchaser or any such Holder, as applicable, each of you within the meaning of either the 1933 Act or the 1934 Exchange Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which you, they or any of you or them may become subject, subject under the 1933 Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, any preliminary prospectus, or in any the Prospectus, or in any amendment thereof or supplement thereto, 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 each such indemnified party for any legal or other expenses expenses, as incurred, reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: that (i) the Company shall Mexico will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any untrue statement preliminary prospectus or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) Prospectus shall not inure to the benefit of an Indemnified Holder any indemnified party from whom the Person person asserting any such loss, claim, damage or liability purchased the securities concerned, Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the extent that any such loss, claim, damage Prospectus) at or liability prior to the confirmation of the sale 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, and any amendments and supplements thereto, Notes to such Indemnified Holder; (x) person in any case where such delivery of the Prospectus, and any amendment or supplements thereto, was is required by the 1933 Act to be made to such Person; (y) and the untrue statement or omission of a material fact contained in the such preliminary prospectus or Prospectus was corrected in amendments the Prospectus (or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at an amendment or prior to the written confirmation of the sale of such securities to such Person, a copy of such amendments or supplements supplement 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 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 Company which Mexico may otherwise have. This indemnity agreement will not apply Mexico further agrees to indemnify and hold harmless each Agent against any loss, damage, expense, liability requirement under the laws of Mexico to pay any stamp or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company similar taxes in connection with any issuance of the commencement of the Suspension Period pursuant Notes to Section 3(c)(vii)such Agent by Mexico.

Indemnification and Contribution. a. The Company (a) Subject to the Priority of Payments set forth in Section 11.1 of the Indenture, the Co-Issuers shall indemnify and hold harmless the Initial Purchaser Placement Agent and each Holder of Transfer Restricted Securities covered by any Shelf Registration Statementits affiliates, their respective partners, officers, directors, agents and employees and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Person, if any, person who controls the Initial Purchaser Placement Agent or any such Holder, as applicable, of its affiliates within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (collectively referred each, a “Placement Agent Indemnified Person”), to for purposes of this Section 5 as an “Indemnified Holder”) the full extent lawful, from and against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, or actions in respect thereofas the same are incurred, to which any of them the Placement Agent Indemnified Person may become subject, under the 1933 Act or otherwise, subject insofar as such losses, claims, damages, liabilities or 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 Shelf Registration Statement, or in any Prospectus, Offering Materials or any amendment thereof or supplement thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein in the Offering Materials a material fact necessary to make the statements therein (in the case of any Prospectustherein, in the light of the circumstances under which they were 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 each such party the Placement Agent for any and all legal or other expenses reasonably incurred by such party the Placement Agent and each other Placement Agent Indemnified Person in connection with investigating or defending defending, settling, compromising or paying any such action losses, claims, damages, liabilities, expenses or claim actions as such expenses are incurred; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) foregoing indemnity with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(aor any statement omitted from the Offering Memorandum (as the same may be amended or supplemented) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting any Placement Agent, if (x) such loss, liability, claim, damage or liability purchased expense resulted from the securities concerned, fact that the Placement Agent sold or placed Notes 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, and any amendments and supplements thereto, a Person to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) whom there was not received by such Personsent or given, at or prior to the written confirmation of such sale or placement, as the sale of such securities to such Personcase may be, a copy of such amendments the Offering Memorandum, as then amended or supplements supplemented, (y) the Issuer shall have previously and timely furnished sufficient copies of the Offering Memorandum, as so amended or supplemented, to the Prospectus; Placement Agent in accordance with this Agreement and (iiiz) the indemnification provisions of this Section shall not apply to amounts paid in settlement of any lossOffering Memorandum, claimas so amended or supplemented, damage would have corrected such untrue statement or liability if such settlement is effected without the 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)omission.

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 shall will indemnify and hold harmless the Initial Purchaser each seller of such Restricted Stock thereunder, each underwriter of such Restricted Stock thereunder 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 Personother person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter 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”) 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, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration StatementSecurities Act pursuant to Sections 2 or 3, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 each such party seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurred; action, provided, however, that: (i) that the Company shall 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 Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in conformity with information furnished by any Shelf such seller, any such underwriter or any such controlling person in writing specifically for use in such Registration Statement, Statement or in any Prospectus, prospectus. It is agreed that the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 7 shall not apply to amounts paid in settlement of any such loss, claim, damage damage, liability or liability action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld or delayed. This indemnity agreement will be in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. The (a) To the extent permitted by law, the Company shall will indemnify and hold harmless each selling Holder, any investment banking firm acting as an underwriter for the Initial Purchaser selling Holder, any broker/dealer acting on behalf of any selling Holder and each Holder officer and director of Transfer Restricted Securities covered by any Shelf Registration Statementsuch selling Holder, such underwriter, such broker/dealer and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personperson, if any, who controls the Initial Purchaser or any such selling Holder, as applicable, underwriter or broker/dealer 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them they may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any Prospectus, amendments or supplements to the Registration Statement or any amendment thereof such preliminary prospectus or supplement theretofinal 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 (not misleading in the case of any Prospectus, in the light of the circumstances under in which they were are made) not misleading, ; and will reimburse each such party selling Holder, such underwriter, broker/dealer or such officer, director or controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the liability of the Company to each selling Holder hereunder shall not be liable in any such case limited to the extent that any gross proceeds (net of underwriting discounts and commissions, if any) received by such loss, claim, damage or liability arises out selling Holder from the sale of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registrable Securities covered by the Registration Statement, or in any Prospectusprovided, further that the indemnity agreement contained in this Section 5(a8(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 such loss, claim, damage damage, liability or liability action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld or delayed. This indemnity agreement will be in addition to any liability that withheld), nor shall the Company may otherwise have. This indemnity agreement will not apply to be liable in any such case for any such loss, damage, expenseliability 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 or final prospectus relating thereto or any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished expressly for use in connection with the Registration Statement or any such preliminary prospectus or final prospectus by the 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 claim arising from an offer or sale, occurring action as a result of a selling Holder selling Registrable Securities during a Suspension Period, Period (as defined in Section 10 hereof) or selling in violation of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company Section 5(c) of the commencement of the Suspension Period pursuant to Section 3(c)(vii)Securities Act.

Indemnification and Contribution. a. The (a) 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 shall will indemnify and hold harmless the Initial Purchaser Investor, its directors and its officers (provided Investor is a seller of Registrable Securities thereunder), each Holder underwriter of Transfer Restricted such Registrable Securities covered by any Shelf Registration Statementthereunder, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personother person, if any, who controls the Initial Purchaser Investor, its directors and its officers or any such Holder, as applicable, underwriter 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”) Securities Act, against any losses, claims, damages damages, or liabilities, joint or several, or actions in respect thereof, to which any of them Investor, its directors and officers, such underwriter or such person may become subject, subject under the 1933 Securities Act or 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 any shares of Registrable Securities were registered under the Shelf Registration StatementSecurities Act pursuant to Section 4.1, 4.2, or in 4.3 hereof, any Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse Investor, its directors and officers, each such party underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party any of them in connection with investigating or defending any such action loss, claim, damage, liability, or claim as such expenses are incurredaction; providedPROVIDED, howeverHOWEVER, that: (i) that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in any Shelf Registration Statementconformity with information furnished by an Investor, or its directors and its officers, such underwriter and such controlling person in any Prospectus, the indemnity agreement contained writing specifically for use in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the untrue registration statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)prospectus.

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless the Initial Purchaser each Underwriter 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, person who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either Section 15 of the 1933 Securities Act or Section 20(a) of the 1934 Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) Securities Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the 1933 Act Securities Act, the Securities Exchange Act, or otherwiseany other statute or common law and to reimburse each such Underwriter and controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in connection with investigating or defending any such losses, claims, damages, or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities liabilities, expenses or actions arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration StatementStatement or the Prospectus, or in either such document as amended or supplemented (if any Prospectusamendments or supplements thereto shall have been furnished), or any amendment thereof or supplement theretopreliminary Prospectus (if and when used prior to the date hereof), 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 not misleading; provided that the case of foregoing indemnity agreement, insofar as it relates to any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage Underwriter (or liability purchased the securities concerned, to the extent that benefit of any person who controls such lossUnderwriter) on account of any losses, claimclaims, damage damages or liability liabilities arising out of the sale of any of the Senior Notes by such Indemnified Holder occurs under the circumstance where Underwriter to any person if it shall have been be established that: (w) the Company had previously furnished copies that a copy of the Prospectus, and excluding any documents incorporated by reference (as supplemented or amended, if the Company shall have made any supplements or amendments and supplements theretowhich have been furnished to the Representatives), shall not have been sent or given by or on behalf of such Underwriter to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, person at or prior to the written confirmation of the sale of such securities to such Personperson in any case where such delivery is required by the Securities Act and the Company satisfied its obligations pursuant to Section 6(a) hereof, a copy of if the misstatement or omission leading to 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 was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or supplemented, and such settlement is effected without correction would have cured the prior written consent of defect giving rise to such loss, claim, damage, or liability; and provided further, however, that the Company, which consent shall not be unreasonably withheld or delayed. This indemnity agreement will be contained in addition to any liability that the Company may otherwise have. This indemnity agreement will this Section 9(a) shall not apply to any losssuch losses, damageclaims, expensedamages, liability liabilities, expenses or claim actions arising from an offer out of or salebased upon any such untrue statement or alleged untrue statement, occurring during a Suspension Periodor any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished herein or otherwise in writing to The Company by or on behalf of Transfer Restricted Securities any Underwriter for use in the 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 the 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 a Notice Holder who has previously received notice from or on behalf of any Underwriter or any such controlling person, and shall survive the Company delivery of the commencement of the Suspension Period pursuant to Section 3(c)(vii)Senior Notes.

Indemnification and Contribution. a. (a) The Company and each Guarantor, jointly and severally, shall indemnify and hold harmless the Initial Purchaser each Underwriter, its directors, officers 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 Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Underwriter 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”) Securities Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which any of them that Underwriter, director, officer or controlling person may become subject, under the 1933 Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, the Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a 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 material fact necessary in order to make the statements therein (in the case of any Prospectustherein, in the light of the circumstances under which they were made, not misleading or (iii) not misleadingany 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 that Underwriter and each such party director, officer and controlling person promptly upon demand for any legal or other expenses reasonably incurred by such party 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 or claim as such expenses are incurred; provided, however, that: (i) that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, the Preliminary Prospectus, the Disclosure Package any Issuer Free Writing Prospectus or the Prospectus, as applicable, or in any Prospectussuch amendment or supplement, in reliance upon and in conformity with the written information furnished to the Company by or on behalf of any Underwriter specifically for inclusion therein and described in Section 8(e). The foregoing indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 which the Company or any of the Guarantors may otherwise have. This indemnity agreement will not apply have to any lossUnderwriter or to any officer, damage, expense, liability employee or claim arising from an offer or sale, occurring during a Suspension Period, controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)any Underwriter.

Indemnification and Contribution. a. (a) The Company shall indemnify and hold harmless the Initial Purchaser Standby Purchasers and each Holder other Person who participated in the offering of Transfer Restricted any Securities covered by any Shelf Registration Statement, hereunder and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each other Person, if any, who controls the Initial either Standby Purchaser or any such Holder, as applicable, participating Person within the meaning of either the 1933 Act or the 1934 Securities Act (collectively all such Persons being hereinafter referred to for purposes of this Section 5 to, collectively, as an the “Standby Indemnified HolderPersons”) ), against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them the 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 1933 Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages, 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 in contained, on the Shelf Registration Statementeffective date thereof, or in any Prospectusregistration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or (B) any 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 shall reimburse each such party Standby Indemnified Person for any reasonable legal or any other expenses reasonably incurred by such party Standby Indemnified Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to any Standby Indemnified Person to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any actual or alleged untrue statement or actual or alleged omission of material fact made in any Shelf Registration Statementsuch registration statement, preliminary prospectus, prospectus or amendment or supplement in any Prospectus, the indemnity agreement contained reliance upon and in this Section 5(a) shall not inure conformity with written information furnished to the benefit Company by such Standby Indemnified Person specifically for use therein. Such indemnity shall remain in full force and effect regardless of an Indemnified Holder from whom the Person asserting any such loss, claim, damage investigation made by or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability on behalf of such Standby Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the ProspectusPerson, and any amendments and supplements thereto, to shall survive the transfer of such Indemnified Holder; (x) delivery of the Prospectus, and any amendment Securities or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received New Shares by such Standby Indemnified Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. The 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 shall will indemnify and hold harmless the Initial Purchaser each seller of such Restricted Stock thereunder, each underwriter of such Restricted Stock thereunder 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 Personother person, if any, who controls the Initial Purchaser or any such Holder, as applicable, seller or underwriter 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration StatementSecurities Act pursuant to Section 2 or Section 3, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 each such party seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall 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 Holder Information; (ii) with respect to any an untrue statement or omission of material fact so made in conformity with information furnished by any Shelf Registration Statementseller, any underwriter or any controlling person specifically for use in any Prospectus, such registration statement or prospectus. It is agreed that the indemnity agreement contained in this Section 5(a6(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 such loss, claim, damage damage, liability or liability action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld or delayed. This indemnity agreement will be in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. The (a) In connection with any Registration Statement covering Registrable Shares, the Company shall indemnify indemnify, defend and hold harmless the 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 Participating Holder, as applicable, and each Personunderwriter of such shares, if any, who controls the Initial Purchaser each broker or any other person acting on behalf of the Participating Holders, the affiliates of each such Holder, as applicablethe directors, partners, officers, employees, managers and agents of any of the foregoing and each person who controls any of the foregoing provisions within the meaning of either the 1933 Act or the 1934 Exchange Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) against any and all losses, claims, damages damages, expenses or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the 1933 Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses 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 Shelf a Registration Statement, Statement as originally filed or in any Prospectus, or any amendment thereof or supplement thereto, or in any preliminary prospectus or final prospectus, or in any amendment thereof or supplement thereto or any document incident to registration or qualification of any Registrable Shares pursuant to Section 3(f), or arise out of of, are related ------------ to, result from 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 not misleading or, with respect to any prospectus, necessary to make the case of any Prospectusstatements therein, in the light of the circumstances under which they were made) , not misleading, or any violation by the Company of the state securities or blue sky laws applicable to the Company and will relating to action or inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws, and the Company shall reimburse each such party indemnified party, as incurred, for any legal or other costs and expenses reasonably incurred by such party them in connection with investigating investigating, preparing for, defending or defending settling any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to -------- ------- the extent that any such loss, claim, damage damage, expenses or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the alleged untrue statement or omission of a material fact contained or alleged omission made therein in the Prospectus was corrected reliance upon and in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior conformity with written information furnished to the written confirmation of the sale of such securities to such Person, a copy of such amendments Company by or supplements to the Prospectus; and (iii) the indemnification provisions of this Section shall not apply to amounts paid in settlement on behalf of any loss, claim, damage or liability if such settlement Participating Holder specifically stating that it is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedfor inclusion therein. This indemnity agreement will be in addition to any liability that the Company which 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. The (a) In connection with the registration and sale of the Restricted Stock pursuant to the Registration Statement, to the fullest extent permitted by law, the Company shall will indemnify and hold harmless the Initial Purchaser each seller of such Restricted Stock thereunder together with such seller's officers, directors, partners, employees and agents, each underwriter of such Restricted Stock thereunder 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 Personother person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller and such seller's officers, directors, partners, employees and agents, underwriter or controlling person may become subject, subject under the 1933 Securities Act or 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 the Shelf Registration Statement, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will promptly reimburse each such party seller, each such underwriter and each such controlling person (iii) any violation or alleged violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Restricted Stock pursuant to a Registration Statement; (but not such seller's failure to comply with the prospectus delivery requirements or other rules and regulations under the Exchange Act relating to such seller's conduct in offering and selling Restricted Stock) for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurred; providedaction, howeverPROVIDED, that: (i) HOWEVER, that the Company shall 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 Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting conformity with information furnished by any such lossseller, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage underwriter or liability any such controlling person in writing specifically for use in the Registration Statement or such prospectus. Such indemnity shall remain in full force and effect regardless of such Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies any investigation made by or on behalf of the Prospectus, indemnified person and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery shall survive the transfer of the Prospectus, and any amendment or supplements thereto, was required Restricted Stock 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period sellers pursuant to Section 3(c)(vii)7(a) of this Agreement.

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless the 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”) Underwriters against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, liabilities to which any of them the Underwriters may become subject, under the 1933 Securities Act or otherwiseotherwise (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) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in including the information deemed to be a part of the Registration Statement at the time of effectiveness, any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, or any amendment thereof or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), 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 Shares (“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 each such party the Underwriters for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any ProspectusMarketing Materials, in reliance upon and in conformity with written information furnished to the Company by the Underwriters specifically for use in the preparation thereof. In addition to their other obligations under this Section 6(a), the indemnity agreement contained 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 5(a) shall not inure 6(a), it will reimburse the Underwriters 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 benefit propriety and enforceability of an Indemnified Holder from whom the Person asserting any Company’s obligation to reimburse the Underwriters for such loss, claim, damage or liability purchased expenses and the securities concerned, possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such loss, claim, damage or liability of such Indemnified Holder occurs under the circumstance where it shall interim reimbursement payment is so held to have been established that: (w) improper, the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, Underwriters shall promptly return it to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 prior written consent of the Company, 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 Wxxxx Fargo Bank, N.A. (the “Prime Rate”). Any such interim reimbursement payments which consent are not made to the Underwriters within 30 days of a request for reimbursement shall not be unreasonably withheld or delayedbear interest at the Prime Rate from the date of such request. This indemnity agreement will shall be in addition to any liability that the Company liabilities which they 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. The Company shall (a) UCAR will indemnify and hold harmless the Initial Purchaser each Manager and each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement, Selling Stockholder and each directorof their respective officers, officer, partner, member employees and employee of the Initial Purchaser directors and each person who controls such Manager or such Holder, Selling Stockholder (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 collectively, for the purposes of this Section 5 as an “7(a), the "Indemnified Holder”Persons") against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Indemnified Person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damagesdamages or liabilities (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 Shelf any Registration Statement, the Prospectus or in any Prospectusamendment or supplement thereto, or any amendment thereof or supplement theretorelated 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 case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party Indemnified Person for any legal or other expenses reasonably incurred by such party Indemnified Person in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) the Company shall that UCAR will not be liable in any such case to any Indemnified Person to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement in or omission or alleged omission from any of material fact made such documents in reliance upon and in conformity with any Shelf Registration StatementExcluded Information or Stockholder Information; provided further, or in however, that as to any Prospectus, the indemnity agreement contained in preliminary prospectus this Section 5(a7(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 Manager on account of any loss, claim, damage or liability if such settlement is effected without the 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 Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising action from an offer or sale, occurring during a Suspension Period, the sale of Transfer Restricted the Offered Securities to any person by a Notice Holder who has previously received notice from the Company Manager if that Manager failed to send or give a copy of the commencement 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 Prospectus, unless, in either case, such failure to deliver the Prospectus was a result of the Suspension Period pursuant to noncompliance by UCAR with Section 3(c)(vii5(a)(iii).

Indemnification and Contribution. a. The (a) In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Initial Purchaser and each Holder of Transfer Restricted Securities covered by any Shelf Registration Statementsuch Registrable Securities, each underwriter of the Registrable Securities, if any, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personother person, if any, who controls the Initial Purchaser such Holder or any such Holder, as applicable, underwriter within the meaning of either the 1933 Securities 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 any of them such Holder, underwriter or controlling person may become subject, subject under the 1933 Act Securities Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages, 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 were registered under the Shelf Registration StatementSecurities Act, any preliminary prospectus or final prospectus contained in any Prospectusthe registration statement, or any amendment thereof or supplement theretoto 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 (in not misleading; and the case of any ProspectusCompany will reimburse such Holder, in the light each underwriter of the circumstances under which they were made) not misleadingRegistrable Securities, if any, and will reimburse each such party controlling person for any legal or any other expenses reasonably incurred by such party Holder, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statementsuch registration statement, preliminary prospectus or final prospectus, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements theretosupplement, was required by the 1933 Act in reliance upon and in conformity with information furnished 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 prior written consent of the Company, which consent shall not be unreasonably withheld in writing, by or delayed. This indemnity agreement will be on behalf of such Holder specifically for use in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)preparation thereof.

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless the Initial Purchaser each Underwriter, its affiliates, partners, directors and officers 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 Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which such Underwriter, its affiliate, partner, director and officer and any of them person controlling such Underwriter may become subject, under the 1933 Act or the 1934 Act or 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 the Shelf Registration Statement, Statement or in any Prospectus, or any amendment thereof or supplement thereto, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the case of any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made) , not misleading, in each case including any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreement, and will reimburse each such party Underwriter for any legal or other expenses reasonably incurred by such party Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall not will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement in or omission or alleged omission from any of material fact made such documents in any Shelf Registration Statement, or reliance upon and in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure conformity with written information furnished to the benefit of an Indemnified Holder from whom Company by any Underwriter through CS specifically for use therein, it being understood and agreed that the Person asserting any only 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 information consists of the Prospectus, and any amendments and supplements thereto, to information described as such Indemnified Holder; in subsection (xb) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)below.

Indemnification and Contribution. a. The (a) In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Initial Purchaser each seller of such Restricted Stock thereunder, each of its directors, partners, members and officers, each underwriter of such Restricted Stock thereunder 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 Personother person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter within the meaning of either the 1933 Securities Act or the 1934 Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) Exchange Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any such seller or director, partner, member or officer of them such seller, such underwriter or such controlling person may become subject, subject under the 1933 Act Securities Act, the Exchange Act, state securities or “blue sky” laws or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration StatementSecurities Act, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 the Company will reimburse each such party seller, and each director, partner, member and officer of such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the indemnity agreement contained in this Section 2.9 shall not apply to amounts paid in settlement of any such losses, claims, damages or liabilities if such settlement is effected without the consent of the Company, such consent not to be unreasonably withheld, nor shall the Company shall be liable in any such case if and to the extent that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such seller or director, partner, member or officer of such seller, any such underwriter or any such controlling person in writing 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 losslosses, claimclaims, damage damages or liability arises liabilities arise out of or is are based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf Registration Statement, preliminary prospectus or in any Prospectus, the indemnity agreement contained in this Section 5(afinal prospectus if (1) shall not inure such holder failed to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage send 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 deliver a copy of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; final prospectus or prospectus supplement (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely which has been previously provided to such Indemnified Holder; and (zseller by the Company) there was not received by such Person, at with or prior to the delivery of written confirmation of the sale of such securities to such Personthe Restricted Stock, a copy of such amendments or supplements to the Prospectus; and (iii2) the indemnification provisions of this Section shall not apply to amounts paid in settlement of any loss, claim, damage final prospectus or liability if prospectus supplement would have corrected such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld untrue statement or delayed. This indemnity agreement will be in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)omission.

Indemnification and Contribution. a. The (a) In connection with the registration of any Shareholder Shares pursuant to this Agreement, the Company (except in instances in which the Shareholder is obligated to provide indemnification as provided below) shall indemnify and hold harmless the Initial Purchaser Shareholder and each Holder of Transfer Restricted Securities covered by its respective officers, directors and controlling persons from any Shelf Registration Statementand all loss, 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 lossesliability, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of and expenses (including reasonable attorneys’ fees and disbursements) incurred by them may become subject, under the 1933 Act or otherwise, insofar as such losses, liabilities, claims, damages, liabilities or actions damages and expenses arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, registration statement or in any Prospectusprospectus covering the shares of Common Stock to be sold, or any amendment thereof or supplement thereto, 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 Prospectustherein, in the light of the circumstances under which they were made) , not misleading. The Shareholder shall indemnify and hold harmless the Company (and, if applicable, its officers, directors, partners and will reimburse each such party for controlling persons) from any legal or other and all loss, liability, claims, damages and expenses reasonably (including reasonable attorneys’ fees and disbursements) incurred by such party in connection with investigating or defending any such action or claim them insofar as such losses, liabilities, claims, damages and expenses arise out of or are incurredbased upon any untrue statement or alleged untrue statement of a material fact furnished by the Shareholder to the Company in writing for use in such registration statement or prospectus related thereto, or any amendment or supplement thereto, 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 made therein, in light of the circumstances in which they were made, not misleading; provided, however, that: (i) that the Company Shareholder shall not only be liable in any such case to the extent that any such loss, claim, damage or liability loss arises out of or is based upon Holder Information; (ii) with respect to any such untrue statement or alleged untrue statement or omission of material fact or alleged omission made therein in any Shelf Registration Statement, or reliance upon and in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure conformity with information relating to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage or liability purchased the securities concerned, Shareholder as furnished in writing to the extent that any such loss, claim, damage Company by or liability of such Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies on behalf of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery Shareholder expressly for use in the registration statement or prospectus covering the shares of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act Common Stock 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)sold.

Indemnification and Contribution. a. (a) The Company shall and the Selling Stockholder, jointly and severally, agree to indemnify and hold harmless each Underwriter, the Initial Purchaser directors, officers and employees of each Underwriter 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, person who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either the 1933 Act or the 1934 Exchange Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the 1933 Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statementregistration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto), 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 agrees to reimburse each such party indemnified party, as incurred, for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall and the Selling Stockholder will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein and provided, further, that the foregoing indemnity with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) preliminary prospectus shall not inure to the benefit of an Indemnified Holder any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the Person person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the securities concerned, to the extent that any such loss, claim, damage or liability Securities if (i) a copy 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 not sent or supplements thereto timely provided given to such Indemnified Holder; and (z) there was not received by such Person, person at or prior to the written confirmation of the sale of such securities Securities to such Personperson if required by the Act, a copy of such amendments or supplements to the Prospectus; and (iiiii) the indemnification provisions of this Section shall not apply Prospectus would have cured the defect giving rise to amounts paid in settlement of any such loss, claim, damage or liability if such settlement is effected without and (iii) the prior written consent Underwriters were provided with sufficient quantities of the Company, which consent shall not be unreasonably withheld or delayedProspectus a reasonable amount of time prior to written confirmation of the sale. This indemnity agreement will be in addition to any liability that which the Company or the Selling Stockholder may otherwise have. This indemnity agreement will not apply Notwithstanding the foregoing, the aggregate liability of the Selling Stockholder pursuant to any loss, damage, expense, liability or claim arising from this Section 10 shall be limited to an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities amount equal to the total net proceeds (before deducting expenses) received by a Notice Holder who has previously received notice such Selling Stockholder from the Company Underwriters for the sale of the commencement of Option Securities sold by such Selling Shareholder under the Suspension Period pursuant to Section 3(c)(vii)Registration Statement.

Indemnification and Contribution. a. The (i) In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Section 4.17, the Company shall will, to the extent permitted by law, indemnify and hold harmless the Initial Purchaser each Purchaser, its officers, directors 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 Personother person, if any, who controls the Initial such 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Purchaser or such controlling person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 in the case of any Prospectus, in the light of the circumstances under which they were when made) not misleading, and will subject to the provisions of Section 4.17(c)(iii) reimburse such Purchaser and each such party controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable to such Purchaser or any such controlling person 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) such case Purchaser failed to send or deliver a copy of the final prospectus delivered by the Company to such Purchaser with or prior to the delivery of written confirmation of the sale by such Purchaser to the person asserting the claim from which such 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 or liability arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in conformity with information furnished by any Shelf Registration Statement, Purchaser or any controlling person in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the untrue statement or omission of a material fact contained writing specifically for use in the Prospectus was corrected in amendments Registration Statement or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)prospectus.

Indemnification and Contribution. a. (a) The Company shall will indemnify and hold harmless the 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”) Agent against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Agent may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement when it became effective, or in the Registration Statement, or in any the Prospectus, or any amendment thereof or supplement thereto, or any 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 (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, misleading and will reimburse each such party Agent for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending any against such loss, claim, damage, liability or action or claim as and all such expenses shall be reimbursed as they are incurred; providedPROVIDED, howeverHOWEVER, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Agent specifically for use therein and such indemnity with respect to any untrue statement preliminary prospectus, the Prospectus or omission of material fact made in any Shelf Registration Statement, or in any Preliminary Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom such Agent (or any person controlling such Agent) if the Person Company shall have delivered sufficient quantities of the Prospectus, as amended and supplemented, to the Agent within a reasonable time prior to the earlier of the delivery of the written confirmation of the sale of such Notes or the delivery of such Notes to the person asserting any such loss, claim, damage damage, liability or liability purchased action for which indemnification is sought, and the securities concerned, Prospectus as so amended and supplemented (excluding documents incorporated by reference) was not sent or given to such person by the Agent at or prior 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 earlier of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and written confirmation of the sale of such Notes or the delivery of such Notes to such person in any amendment case where such sending or supplements thereto, was giving of a prospectus is required by the 1933 Act to be made to such Person; (y) Act, and the untrue statement or omission of a material fact contained in the such preliminary prospectus, such Prospectus or such preliminary supplemental prospectus, was corrected in amendments or supplements thereto timely the Prospectus, as so amended and supplemented, provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)Agents.

Indemnification and Contribution. a. (a) The Company and the Trust, jointly and severally, shall indemnify and hold harmless the Initial Purchaser each Underwriter, its officers and employees 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 Personperson, if any, who controls the Initial Purchaser or any such Holder, as applicable, Underwriter 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”) Securities Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Securities), to which any of them that Underwriter, officer, employee or controlling person may become subject, under the 1933 Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, either of the Shelf Registration StatementStatements or the Prospectus, or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a in any Preliminary Prospectus, either of the Registration Statements or the Prospectus, or in any amendment or supplement thereto, any 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 shall reimburse each Underwriter and each such party officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by such party that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company and the Trust shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf Preliminary Prospectus, the Registration StatementStatements or the Prospectus, or in any Prospectussuch amendment or supplement, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or on behalf of such Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 8(e). The foregoing indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 which the Company or the Trust may otherwise have. This indemnity agreement will not apply have to any lossUnderwriter or to any officer, damage, expense, liability employee or claim arising from an offer or sale, occurring during a Suspension Period, controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)that Underwriter.

Indemnification and Contribution. a. The Company For purposes of this Exhibit A, unless the context otherwise requires, “Midtown” shall indemnify and hold harmless the Initial Purchaser and each Holder of Transfer Restricted Securities covered by include Midtown, any Shelf Registration Statementaffiliated entity, and each directorof their respective officers, officerdirectors, partneremployees, member partners 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, controlling persons within the meaning of either the 1933 Act or federal securities laws and the 1934 Act successors, assigns, heirs and personal representatives of the foregoing persons (collectively referred to for purposes of this Section 5 as an collectively, the “Indemnified HolderPersons”) ). The Company shall indemnify, defend and hold Midtown harmless against any losses, claims, damages or damages, liabilities, joint costs and expenses (including, without limitation, any legal or severalother expenses incurred in connection with investigating, preparing to defend or defending against any action, claim, suit or proceeding, whether commenced or threatened and whether or not Midtown is a party thereto, or actions in respect thereofappearing or preparing for appearance as a witness), based upon, relating to which any of them may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise arising out of or are based upon an untrue statement in connection with advice or services rendered or to be rendered pursuant to the Agreement, the transaction contemplated thereby or Midtown’s actions or inactions in connection with any such advice, services or transaction (including, but not limited to, any liability arising out of (i) any misstatement or alleged untrue statement misstatement of a material fact contained in the Shelf Registration Statement, or in any Prospectus, or offering materials and (ii) any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein from any offering materials, including, without limitation of a material fact necessary to make the statements therein (in the case of any Prospectustherein, in the light of the circumstances under which they were made) , not misleading), and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case except to the extent that any such loss, claim, damage damage, liability, cost or liability arises out expense results solely from the gross negligence or bad faith of Midtown in performing the services which are the subject of the Agreement. If for any reason the foregoing indemnification is unavailable to Midtown or is based upon Holder Information; (ii) with respect insufficient to any untrue statement or omission of material fact made in any Shelf Registration Statementhold it harmless, or in any Prospectus, then the indemnity agreement contained in this Section 5(a) Company shall not inure contribute to the benefit amount paid or payable by Midtown as a result of an Indemnified Holder from whom the Person asserting any such loss, claim, damage or liability purchased in such proportion as is appropriate to reflect the securities concernedrelative benefits received by the Company and its stockholders on the one hand and Midtown on the other hand, or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company and Midtown, as well as any relevant equitable considerations; provided, however, that, to the extent permitted by applicable law, Midtown shall not be responsible for amounts which in the aggregate are in excess of the amount of all fees actually received from the Company in connection with the engagement. No person guilty of fraudulent misrepresentation (as such term has been interpreted under Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Relative benefits to Midtown, on the one hand, and the Company and its stockholders, on the other hand, with respect to the engagement shall be deemed to be in the same proportion as (i) the total value paid or proposed to be paid or received or proposed to be received by the Company or its stockholders, as the case may be, pursuant to the potential transaction, whether or not consummated, contemplated by the engagement bears to (ii) all fees paid to Midtown by the Company in connection with the engagement. Midtown shall not have any liability to the Company in connection with the engagement, except to the extent of its gross negligence or willful misconduct. The Company also agrees to promptly upon demand reimburse Midtown for its legal and other expenses reasonably incurred by it in connection with investigating, preparing to defend, or defending any lawsuits, investigations, claims or other proceedings in connection with any matter referred to in or otherwise contemplated by the Agreement; provided, however, that in the event a final judicial determination is made to the effect that Midtown is not entitled to indemnification hereunder, Midtown will remit to the Company any such lossamounts that have been so reimbursed. The Company shall not be liable for any settlement of any action, claim, damage suit or liability of such Indemnified Holder occurs under the circumstance where it shall have been established that: proceeding (wor for any related losses, damages, liabilities, costs or expenses) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 effectuated without the prior its written consent of the Companyconsent, which consent shall not be unreasonably withheld withheld. The Company further agrees that it will not settle or delayedcompromise or consent to the entry of any judgment in any pending or threatened action, claim, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not Midtown is a party therein) unless the Company has obtained an unconditional release of Midtown, from all liability arising therefrom. This The reimbursement, indemnity agreement will and contribution obligations of the Company set forth in this Agreement shall be in addition to any liability that which the Company may otherwise havehave to Midtown. This indemnity agreement will Any Indemnified Persons that are not apply signatories to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, this Agreement shall be deemed to be third party beneficiaries of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).this Agreement. EXHIBIT B

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 4, 5 or 6, the Company shall will indemnify and hold harmless the Initial Purchaser each seller of such Restricted Stock thereunder, each underwriter of such Restricted Stock thereunder 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 Personother person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration StatementSecurities Act pursuant to Sections 4, 5 or in 6, any Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 each such party seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurred; providedaction, howeverPROVIDED, that: 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 or liability arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting conformity with information furnished by any such lossseller, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage underwriter or liability of any such Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to controlling person in writing specifically for use in such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the untrue registration statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)prospectus.

Indemnification and Contribution. a. (1) The Company shall will, and hereby does, indemnify and hold harmless harmless, in the Initial Purchaser and case of any registration statement filed pursuant to Section 1 or 2, each Holder seller of Transfer Restricted any Registrable Securities covered by any Shelf Registration Statement, such registration statement and each director, officer, partner, member and employee other Person who participates as an underwriter in the offering or sale of the Initial Purchaser or such Holder, as applicable, securities and each other Person, if any, who controls the Initial Purchaser such seller or any such Holder, as applicable, underwriter 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”) Securities Act, and their respective directors, officers, partners, agents and Affiliates, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which such seller or underwriter or any of them such director, officer, partner, agent, Affiliate or controlling person may become subject, subject under the 1933 Securities Act or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages, 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 Shelf Registration StatementSecurities Act, any preliminary prospectus, final prospectus or in any Prospectussummary prospectus contained therein, or any amendment thereof or supplement thereto, or arise out of or are based upon the any 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 in which they were made) made not misleading, and the Company will reimburse such seller or underwriter and each such party director, officer, partner, agent, Affiliate and controlling Person for any legal or any other expenses reasonably incurred by such party them in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in such registration statement, any Shelf Registration Statementsuch preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; and provided, further, that the 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 Securities Act, in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage or liability purchased the securities concerned, case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of such Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies Person's failure to send or give a copy of the Prospectusfinal prospectus, and any amendments and supplements theretoas the same may be then supplemented or amended, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment Person asserting an untrue statement or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the alleged untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such securities Person if such statement or omission was corrected in such final prospectus and such final prospectus was required to be delivered to such Person, a copy . Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such amendments seller or supplements to any such director, officer, partner, agent, Affiliate or controlling person and shall survive the Prospectus; and (iii) the indemnification provisions transfer 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 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 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 securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)such seller.

Indemnification and Contribution. a. (a) The Company shall agrees to indemnify and hold harmless the 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”) Underwriter against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter may become subject, under the 1933 Act or otherwiseotherwise (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) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in including the 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 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 each such party Underwriter for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf 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 ProspectusMarketing Materials, in reliance upon and in conformity with written information furnished to the Company by Pxxxx Xxxxxxx, or by any Underwriter through Pxxxx Xxxxxxx, specifically for use in the preparation thereof. In addition to its other obligations under this Section 6(a), the indemnity agreement contained 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 5(a) shall not inure 6(a), the Company 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 benefit propriety and enforceability of an Indemnified Holder from whom the Person asserting any Company’s obligation to reimburse the Underwriters for such loss, claim, damage or liability purchased expenses and the securities concerned, possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such lossinterim reimbursement payment is so held to have been improper, claimthe Underwriter that received such payment shall promptly return it to the party or parties that made such payment, damage together with interest, compounded daily, determined on the basis of the prime rate (or liability other commercial lending rate for borrowers of the highest credit standing) announced from time to time by [___] (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 Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 prior written consent of the Company, which consent shall not be unreasonably withheld or delayedrequest. This indemnity agreement will shall be in addition to any liability that liabilities which the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. The Company shall and the Parent, jointly and severally, agree to indemnify and hold harmless each Underwriter, the Initial Purchaser directors, officers, employees and agents of each Underwriter 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, person who controls the Initial Purchaser or any such Holder, as applicable, Underwriter within the meaning of either the 1933 Act or the 1934 Exchange Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the 1933 Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration StatementStatement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, 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 agree to reimburse each such party indemnified party, as reasonably incurred, for any legal or other expenses reasonably incurred by such party them in connection with investigating investigating, defending or defending any such action or claim appearing as such expenses are incurred; provided, however, that: (i) the Company shall not be liable a third-party witness in any such case to the extent that connection with any such loss, claim, damage damage, liability or liability arises out of or is based upon Holder Informationaction; (ii) provided, however, that with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Preliminary Prospectus, the indemnity agreement contained in this Section 5(a7(a) shall not inure to the benefit of an Indemnified Holder any Underwriter from whom the Person 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 Underwriter occurs under the circumstance where it shall have been established that: determined by a court of competent jurisdiction by final and nonappealable judgment that (wi) the Company or the Parent had previously furnished copies of the ProspectusFinal Prospectus to the Representatives, and any amendments and supplements thereto, to such Indemnified Holder; (xii) delivery of the Prospectus, and any amendment or supplements thereto, Final Prospectus was required by the 1933 Act to be made to such Person; person, (yiii) the untrue statement or omission of a material fact contained in the Preliminary Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; the Final Prospectus and (ziv) there was not received by sent or given to such Personperson, at or prior to the written confirmation of the sale of such securities to such Personperson, a copy of such amendments or supplements to the Final 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 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 which the Company or the Parent 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

Indemnification and Contribution. a. (a) The Company shall indemnify and hold harmless each Holder, such Holder’s directors and officers, each person who participates in the Initial Purchaser and each Holder offering of Transfer Restricted such Registrable Securities, including underwriters (as defined in the Securities covered by any Shelf Registration StatementAct), and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Personperson, if any, who controls the Initial Purchaser such Holder or any such Holder, as applicable, participating person 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them they may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration Statement, or in effective date thereof (including any Prospectus, prospectus filed under Rule 424 under the Securities Act or any amendment thereof amendments or supplement supplements thereto, ) 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 shall reimburse each such party Holder, such Holder’s directors and officers, such participating person or controlling person for any legal or other expenses reasonably incurred by such party 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 any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company 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 damage, liability or liability action to the extent that it arises out of or is based upon Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf Registration Statementconnection with such registration statement, preliminary prospectus, final prospectus or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required in reliance upon and in conformity with written information furnished 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 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the written confirmation of the sale transfer of such securities to by 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 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 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)Holder.

Indemnification and Contribution. a. The (a) In the event of a registration of any Restricted Stock under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Initial Purchaser Ingrxx, xxch underwriter of such Restricted Stock thereunder 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 Personother person, if any, who controls the Initial Purchaser or any Ingrxx xx such Holder, as applicable, underwriter 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”) Securities Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them Ingrxx, xxch underwriter or controlling person may become subject, subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages, 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 Shelf Registration StatementSecurities Act, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, 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 pay the legal fees and other expenses of Ingrxx, xxch such underwriter and each such party for any legal or other expenses reasonably controlling person incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurred; action, provided, however, that: (i) that the Company shall 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 Holder Information; (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in reliance upon and in conformity with information furnished by Ingrxx, xxy such underwriter or any Shelf Registration Statementsuch controlling person in writing, or and, provided further, however, that the Company will not be liable in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of an Indemnified Holder from whom the Person asserting any such loss, claim, damage or liability purchased the securities concerned, case to the extent that any such loss, claim, damage damage, liability or liability action arises out 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, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Person; (y) the is based upon an untrue or alleged untrue statement or omission or an alleged omission made in any preliminary prospectus or final prospectus if (1) Ingrxx xxxled to send or deliver a copy of a material fact contained in the Prospectus was corrected in amendments final prospectus or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at prospectus supplement with or prior to the delivery of written confirmation of the sale of such securities to such Person, a copy of such amendments or supplements to the Prospectus; Restricted Stock and (iii2) the indemnification provisions of this Section shall not apply to amounts paid in settlement of any loss, claim, damage final prospectus or liability if prospectus supplement would have corrected such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld untrue statement or delayed. This indemnity agreement will be in addition to any liability that the 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 a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii)omission.

Indemnification and Contribution. a. The Company For purposes of this Exhibit A, unless the context otherwise requires, “Midtown” shall indemnify and hold harmless the Initial Purchaser and each Holder of Transfer Restricted Securities covered by include Midtown, any Shelf Registration Statementaffiliated entity, and each directorof their respective officers, officerdirectors, partneremployees, member partners 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, controlling persons within the meaning of either the 1933 Act or federal securities laws and the 1934 Act successors, assigns, heirs and personal representatives of the foregoing persons (collectively referred to for purposes of this Section 5 as an collectively, the “Indemnified HolderPersons”) ). The Company shall indemnify, defend and hold Midtown harmless against any losses, claims, damages or damages, liabilities, joint costs and expenses (including, without limitation, any legal or severalother expenses incurred in connection with investigating, preparing to defend or defending against any action, claim, suit or proceeding, whether commenced or threatened and whether or not Midtown is a party thereto, or actions in respect thereofappearing or preparing for appearance as a witness), based upon, relating to which any of them may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise arising out of or are based upon an untrue statement in connection with advice or services rendered or to be rendered pursuant to the Agreement, the transaction contemplated thereby or Midtown’s actions or inactions in connection with any such advice, services or transaction (including, but not limited to, any liability arising out of (i) any misstatement or alleged untrue statement misstatement of a material fact contained in the Shelf Registration Statement, or in any Prospectus, or offering materials and (ii) any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein from any offering materials, including, without limitation of a material fact necessary to make the statements therein (in the case of any Prospectustherein, in the light of the circumstances under which they were made) , not misleading), and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case except to the extent that any such loss, claim, damage damage, liability, cost or liability arises out expense results solely from the gross negligence or bad faith of Midtown in performing the services which are the subject of the Agreement. If for any reason the foregoing indemnification is unavailable to Midtown or is based upon Holder Information; (ii) with respect insufficient to any untrue statement or omission of material fact made in any Shelf Registration Statementhold it harmless, or in any Prospectus, then the indemnity agreement contained in this Section 5(a) Company shall not inure contribute to the benefit amount paid or payable by Midtown as a result of an Indemnified Holder from whom the Person asserting any such loss, claim, damage or liability purchased in such proportion as is appropriate to reflect the securities concernedrelative benefits received by the Company and its stockholders on the one hand and Midtown on the other hand, or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company and Midtown, as well as any relevant equitable considerations; provided, however, that, to the extent permitted by applicable law, Midtown shall not be responsible for amounts which in the aggregate are in excess of the amount of all fees actually received from the Company in connection with the engagement. No person guilty of fraudulent misrepresentation (as such term has been interpreted under Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Relative benefits to Midtown, on the one hand, and the Company and its stockholders, on the other hand, with respect to the engagement shall be deemed to be in the same proportion as (i) the total value paid or proposed to be paid or received or proposed to be received by the Company or its stockholders, as the case may be, pursuant to the potential transaction, whether or not consummated, contemplated by the engagement bears to (ii) all fees paid to Midtown by the Company in connection with the engagement. Midtown shall not have any liability to the Company in connection with the engagement, except to the extent of its gross negligence or willful misconduct. The Company also agrees to promptly upon demand reimburse Midtown for its legal and other expenses reasonably incurred by it in connection with investigating, preparing to defend, or defending any lawsuits, investigations, claims or other proceedings in connection with any matter referred to in or otherwise contemplated by the Agreement; provided, however, that in the event a final judicial determination is made to the effect that Midtown is not entitled to indemnification hereunder, Midtown will remit to the Company any such lossamounts that have been so reimbursed. The Company shall not be liable for any settlement of any action, claim, damage suit or liability of such Indemnified Holder occurs under the circumstance where it shall have been established that: proceeding (wor for any related losses, damages, liabilities, costs or expenses) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, 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 supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the 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 effectuated without the prior its written consent of the Companyconsent, which consent shall not be unreasonably withheld withheld. The Company further agrees that it will not settle or delayedcompromise or consent to the entry of any judgment in any pending or threatened action, claim, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not Midtown is a party therein) unless the Company has obtained an unconditional release of Midtown, from all liability arising therefrom. This The reimbursement, indemnity agreement will and contribution obligations of the Company set forth in this Agreement shall be in addition to any liability that which the Company may otherwise havehave to Midtown. This indemnity agreement will Any Indemnified Persons that are not apply signatories to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, this Agreement shall be deemed to be third party beneficiaries of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).this Agreement. EXHIBIT B EXCLUDED TRANSACTIONS