Common use of Indemnification of Company Clause in Contracts

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraph.

Indemnification of Company. Each Underwriter Agent will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Agent Indemnified Party may become subject, under the 1933 Act, the Exchange 1934 Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any timeStatement, the Final ProspectusGeneral Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Agent specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Agent Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that as of the date hereof the only such information furnished by any Underwriter Agent consists of the following information in the Final Prospectus Prospectus: the third sentence of the second paragraph and the first and second sentences of the fourth paragraph under the caption “Underwriting” furnished on behalf Plan of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphDistribution”.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the CompanyCompany and the Manager, the Guarantors, and each of their respective officers, employees, agents, partners, members, directors and affiliates each of their officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor and the Manager within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state State statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of such Statutory Prospectus, Final Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriterinformation relating to concession figures, (ii) the third paragraph stabilizing transactions, penalty bids and (iii) the second sentence syndicate covering transactions contained in the tenth paragraphfourth, fifteenth and sixteenth paragraphs under the caption “Underwriting.”

Indemnification of Company. Each Underwriter In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officersits officers who have signed the registration statement, employees, agents, partners, members, directors and affiliates each underwriter of the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, ConfidentialPage 78/28/2019 Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any prospectus (or the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representative specifically Holder, expressly for use therein; provided, however, that such Hxxxxx’s obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and will reimburse such Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or any underwriter or controlling person by counsel retained by or on the behalf of such Holder would be inappropriate due to conflicts of interest between any such person and any other expenses reasonably incurred party represented by such Underwriter Indemnified Party counsel in connection with investigatingsuch proceeding or action, preparing or defending against in which case such Holder shall pay, as incurred, the fees and expenses of such separate counsel, but only one such counsel. Notwithstanding the two preceding sentences, if the action is one in which the Company may be obligated to indemnify any Holder of Registrable Shares pursuant to Section 2.3, the Company shall have the right to assume the defense of such action, subject to the right of such Holders to participate therein as permitted by Section 2.3. Such Holder shall not be liable to indemnify any person for any settlement of any such lossaction effected without such Holder’s consent (which consent shall not be unreasonably withheld). Such Holder shall not, claim, damage, liability, action, litigation, investigation or proceeding whatsoever except with the approval of the Company (whether or which approval shall not such Underwriter Indemnified Party is a party theretobe unreasonably withheld), whether threatened consent to entry of any judgment or commenced, based upon enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the party being so indemnified of a release from all liability in respect to such untrue statement claim or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphlitigation.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Testing-the-Waters Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: the information contained in (i) the legal name first two sentences of such Underwriter, the third paragraph under the caption “Underwriting,” (ii) the third first two sentences of the first paragraph under the caption “Underwriting—Commissions and Expenses,” and (iii) the first sentence of the first paragraph, the second sentence in and third sentences of the tenth paragraphsecond paragraph and the second and third sentences of the third paragraph under the caption “Underwriting—Stabilization.”

Indemnification of Company. Each Underwriter In the event that ADA-ES registers any of the Registrable Shares under the Securities Act, Arch Coal will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorsADA-ES, each of their respective officersits directors, employeeseach of its officers who have signed or otherwise participated in the preparation of the registration statement, agents, partners, members, directors and affiliates each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company or such Guarantor ADA-ES within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse ADA-ES and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any final prospectus (or in the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company ADA-ES in connection therewith by such Underwriter through the Representative specifically Arch Coal expressly for use therein; provided, however, that Arch Coal's obligations hereunder shall be limited to an amount equal to the proceeds received by Arch Coal for the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against Arch Coal, ADA-ES shall notify Arch Coal in writing of the commencement thereof (provided, that failure to so notify Arch Coal shall not relieve Arch Coal from any liability it may have hereunder, except to the extent prejudiced by such failure), and Arch Coal shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to ADA-ES) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against Arch Coal. ADA-ES and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel subsequent to any assumption of the defense by Arch Coal shall not be at the expense of Arch Coal unless employment of such counsel has been specifically authorized in writing by Arch Coal. Arch Coal shall not be liable to indemnify any person for any settlement of any such action effected without Arch Coal's written consent (which consent shall not be unreasonably withheld or delayed). In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which ADA-ES, its officers, directors or controlling persons ("ADA-ES Indemnitees") exercising its rights under this Article III, makes a claim for indemnification pursuant to this Section 3.05, 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 that this Section 3.05 provides for indemnification, in such case, then, ADA-ES Indemnitee and Arch Coal will reimburse any legal contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of ADA-ES Indemnitee on the one hand and of the Arch Coal on the other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigatingthe statements or omissions which resulted in such losses, preparing claims, damages or defending against liabilities, as well as any such lossother relevant equitable considerations. The relative fault of ADA-ES Indemnitee on the one hand and of Arch Coal on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by ADA-ES Indemnitee on the one hand or by Arch Coal on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as such expenses are incurredcase, it being understood and agreed that the only such information furnished by (A) Arch Coal will not be required to contribute any Underwriter consists amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Final Prospectus under meaning of Section 11(f) of the caption “Underwriting” furnished on behalf of each Underwriter: (iSecurities Act) the legal name will be entitled to contribution from any person or entity who was not guilty of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphfraudulent misrepresentation.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence concession figures appearing in the tenth paragraphfourth paragraph under the caption “Underwriting” and the fifteenth and sixteenth paragraph relating to stabilization by the Underwriters under the caption “Underwriting.”

Indemnification of Company. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, Company and its directors and affiliates officers who sign a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such the Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communications, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, and in the case of the Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications, in the light of the circumstances under in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such or on behalf of the Underwriter through the Representative or its representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such the Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished to the Company by any or on behalf of the Underwriter consists of the following information (the “Underwriter’s Information”): the statements contained in the Final fifth, twelfth and fourteenth paragraphs of the Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraph.”

Indemnification of Company. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, Company and Guarantor and its directors and affiliates officers who signed the Registration Statement and each person, if any, who controls the Company or such and Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such the Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, and in the case of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative by or on behalf of the Underwriters or their representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such the Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter or on behalf of the Underwriters or their representatives consists of the following information (the “Underwriters’ Information”) in the Final Prospectus Prospectus: Paragraph [-] under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraph.”

Indemnification of Company. Each Underwriter (a) In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officersits officers who have signed or otherwise participated in the preparation of the registration statement, employees, agents, partners, members, directors and affiliates each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any final prospectus (or in the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representative specifically Holder expressly for use therein; provided, and will reimburse any legal or other expenses reasonably incurred however, that such Holder's obligations hereunder shall be limited to an amount equal to the proceeds received by such Underwriter Indemnified Party Holder sold in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphregistration.

Indemnification of Company. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs the Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any the Underwriter consists of the following information in the Final Prospectus Prospectus: the concession and reallowance figures appearing in the fourth paragraph under the caption “UnderwritingUnderwriting (Conflicts of Interest),” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence information contained in the tenth fourth, sixth, tenth, thirteenth and fourteenth paragraphs and information with respect to stabilization transactions appearing in the fifteenth paragraph, in each case under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officersits officers who signs the Registration Statement, employeesdirectors, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, Securities Act or the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement as of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein necessary in order to make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or necessary to make any Issuer Free Writing Prospectus, or any amendment or supplement thereto, the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriterdisclosure concerning short sales, (ii) the third paragraph stabilizing, covering transactions and (iii) the second sentence penalty bids appearing in the tenth paragraphand eleventh paragraphs under the caption “Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the preliminary prospectus supplement dated June 17, 2015 and in the Final Prospectus Prospectus: the concession and reallowance figures appearing in the sixth paragraph under the caption “Underwriting,” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence information with respect to stabilization transactions appearing in the tenth paragraphthirteenth paragraph under the caption “Underwriting.”

Indemnification of Company. Each Underwriter will will, severally and not jointly jointly, indemnify and hold harmless each of the Company, the Guarantors, and each of their respective officersits directors, employees, agents, partners, members, directors and affiliates officers or employees and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at Statement, any time Statutory Prospectus, the Final Prospectus, each as amended or supplemented, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement in the case of any material fact contained in any Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name and marketing names of such Underwriter, the Underwriters on the front and back cover pages of the Final Prospectus and in the table showing the principal amounts of notes purchased by the Underwriters under the caption “Underwriting,” (ii) the third paragraph information contained in the third, eighth and ninth paragraphs under the caption “Underwriting,” (iii) the second and third sentences of the sixth paragraph under the caption “Underwriting,” and (iv) the first sentence in of the tenth paragraphfirst paragraph under the caption “Underwriting—Other Relationships.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time or any Statutory Prospectus as of any time, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as part of any time, the Final Prospectus, any Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence concession figure appearing in the tenth paragraphsixth paragraph under the caption “Underwriting”.

Indemnification of Company. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such the Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in Statement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such the Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any the Underwriter consists of the following information in the Final Prospectus furnished on behalf of the Underwriter: the concession figures appearing in the third paragraph and the information set forth in the tenth and eleventh paragraphs under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraph”.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officersits officers who signs the Registration Statement, employeesdirectors, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, Securities Act or the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement as of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein necessary in order to make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or necessary to make any Issuer Free Writing Prospectus, or any amendment or supplement thereto, the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraph.[ ]

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, Company and its directors and affiliates officers and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) • any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any timeStatement, and Preliminary Prospectus, the Final ProspectusProspectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus, ; or arise out of or are based upon • the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse any legal or other out-of-pocket expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement, and Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, in the preparation thereof. The Company and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood the Underwriters acknowledge and agreed agree that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” or to be furnished on behalf of each Underwriter: (i) Underwriter to the legal name Company for inclusion in any part of such Underwriterthe Registration Statement, (ii) the third Preliminary Prospectus and the Prospectus consists of the first paragraph under the sub-heading “Underwriting Discounts and (iii) Expenses”, the first and second sentence paragraphs under the sub-heading “Price Stabilization, Short Positions and Penalty Bids”, the first and second paragraph under the sub-heading “Electronic Distribution” and the first and second paragraphs under the sub-heading “Conflicts of Interest/Relationships” under the captions “Underwriting” in the tenth paragraphPreliminary Prospectus and “Underwriting” in the Prospectus.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officersits officers who signs the Registration Statement, employeesdirectors, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, Securities Act or the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement as of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein necessary in order to make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or necessary to make any Issuer Free Writing Prospectus, or any amendment or supplement thereto, the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriterdisclosure concerning short sales, (ii) the third paragraph stabilizing, covering transactions and (iii) the second sentence penalty bids appearing in the ninth and tenth paragraphparagraphs under the caption “Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement Statement, or any amendment or supplement thereto, at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth eleventh paragraph.

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, directors and affiliates each of their respective officers and the Guarantors and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time Preliminary Offering Circular or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter Purchaser through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter Purchaser consists of the following information in the Preliminary and Final Prospectus under the caption “Underwriting” Offering Circular furnished on behalf of each UnderwriterPurchaser: (iunder the caption “Plan of Distribution” paragraphs three, six, nine and twelve; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphthis Agreement.

Indemnification of Company. Each Underwriter will In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered, severally and not jointly jointly, will indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officersits officers who have signed or otherwise participated in the preparation of the registration statement, employees, agents, partners, members, directors and affiliates each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachSecurities Act, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any final prospectus (or in the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, extent that any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representative specifically holder of Registrable Shares expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing or defending against . The liability of each holder hereunder shall be limited to the proportion of any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party expense which is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed equal to the proportion that the only such information furnished by any Underwriter consists public offering price of the following information shares sold by such holder under such registration statement bears to the total public offering price of all securities sold thereunder, but in no event shall any indemnity under this Section 1.6 exceed the Final Prospectus under the caption “Underwriting” furnished on behalf amount of each Underwriter: (i) the legal name of net proceeds received by such Underwriter, (ii) the third paragraph and (iii) the second sentence holder in the tenth paragraphsuch registration.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates officers and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus (including, without limitation, any Limited Use Issuer Free Writing Prospectus, ) or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Underwriters specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the General Disclosure Package and the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name names of such Underwriterthe Underwriters set forth on the cover page of the preliminary prospectus supplement, (ii) dated December 6, 2010, and the Final Prospectus; and the third paragraph and (iii) paragraph, the second sentence of the fourth paragraph, the second sentence of the fifth paragraph, and the eighth paragraph under the caption “Underwriting” in the tenth paragraphpreliminary prospectus supplement, dated December 6, 2010 and the Final Prospectus.

Indemnification of Company. Each Underwriter will severally and not jointly The Placement Agent shall indemnify and hold harmless each of the CompanyCompany and its directors, its officers who signed the Guarantors, each of their respective officers, employees, agents, partners, members, directors and affiliates Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachcollectively, an the “Underwriter Company Indemnified Parties,” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), against any lossesjoint or several, claims, damages or liabilities to which such Underwriter Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any Preliminary Prospectus, any Statutory Prospectus as of any time, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement at or the Final Prospectus, or in any time amendment or arise out of supplement thereto, or are based upon (ii) the omission or alleged omission to state in any part of any Preliminary Prospectus, any Statutory Prospectus as of any time, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Final Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement in the case of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Placement Agent specifically for use therein, which information the parties hereto agree is limited to the Placement Agent’s Information, and will shall reimburse the Company Indemnified Party for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party party in connection with investigating, investigating or preparing to defend or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto)proceeding, whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability which the Placement Agent might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party. Notwithstanding the provisions of this Section 9(b), it being understood and agreed that in no event shall any indemnity by the only such information furnished Placement Agent under this Section 9(b) exceed the Placement Fee received by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphPlacement Agent.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officersits officers who signs the Registration Statement, employeesdirectors, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, Securities Act or the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement as of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein necessary in order to make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or necessary to make any Issuer Free Writing Prospectus, or any amendment or supplement thereto, the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only to include such written information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished or on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence any Underwriter in the tenth paragraphPreliminary Prospectus and Final Prospectus Supplement.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective its directors and officers, employees, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus (including, without limitation, any Limited Use Issuer Free Writing Prospectus, ) or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Underwriters specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the General Disclosure Package and the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name names of such Underwriterthe Underwriters set forth on the cover page of the preliminary prospectus supplement, (ii) dated February 23, 2022, and the third paragraph Final Prospectus; and (iii) the information in the third, eighth and ninth paragraphs and in the second sentence of the fifth paragraph under the caption “Underwriting” in the tenth paragraphpreliminary prospectus supplement, dated February 23, 2022 and the Final Prospectus.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement Statement, or any amendment or supplement thereto, at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraph.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained (i) in any part of the Registration Statement at any the time it became effective as to the Underwriters, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, the General Disclosure Package, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter under the caption “Underwriting,” furnished on behalf the fourth paragraph (for the avoidance of each Underwriter: (i) doubt, such paragraph begins with the legal name of such Underwriterwords “The underwriters propose to offer...”), (ii) the third paragraph and (iii) the second sentence contained in the tenth paragraphsixth paragraph (for the avoidance of doubt, such sentence begins with the words “One or more of the underwriters intends to...”), the eleventh paragraph (for the avoidance of doubt, such paragraph begins with the words “In connection with the offering, the underwriters may engage in...”), the third sentence contained in the twelfth paragraph (for the avoidance of doubt, such sentence begins with the words “These transactions, if commenced, may...”), the thirteenth paragraph (for the avoidance of doubt, such paragraph begins with the words “Prior to purchasing the notes...”) and the fourteenth paragraph (for the avoidance of doubt, such paragraph begins with the words “A prospectus in electronic format may be made available ...”); provided, however, that the Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(c) of this Agreement.

Indemnification of Company. Each Underwriter In the event that the Company registers any of the Registrable Shares under the Securities Act, to the extent permitted by law, the Holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officersits officers who have signed the registration statement, employees, agents, partners, members, directors and affiliates each underwriter of the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any prospectus (or the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representative specifically Holder, expressly for use therein; provided, however, that the Holder's obligations hereunder shall be limited to an amount equal to the proceeds to the Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against the Holder of Registrable Shares, the Company will notify the Holder of Registrable Shares in writing of the commencement thereof, and will reimburse any legal the Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against the Holder of Registrable Shares. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Underwriter Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating, preparing or defending against any such lossaction and to participate in the defense thereof in the event the representation of the Company, claim, damage, liability, action, litigation, investigation any of its officers or proceeding whatsoever (whether directors or not such Underwriter Indemnified Party is a party thereto), whether threatened any underwriter or commenced, based upon controlling person by counsel retained by or on the behalf of the Holder would be inappropriate due to conflicts of interest between any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood person and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraph.any

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorsCompany and Opco, each of their respective officers, employees, agents, partners, members, directors and affiliates each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor Opco within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) concession and reallowance figures appearing under the third paragraph heading “Commissions and (iii) the second sentence Expenses” in the tenth paragraph“Underwriting” section and the information related to price stabilization and short positions appearing under the heading “Stabilization, Short Positions and Penalty Bids” in the “Underwriting” section.

Indemnification of Company. Each Underwriter will will, severally and not jointly jointly, indemnify and hold harmless each of the Company, the Guarantors, and each of their respective officersits directors, employees, agents, partners, members, directors and affiliates officers or employees and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at Statement, any time Statutory Prospectus, the Final Prospectus, each as amended or supplemented, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement in the case of any material fact contained in any Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name and marketing names of such Underwriter, the Underwriters on the front and back cover pages of the Final Prospectus and in the table showing the principal amounts of notes purchased by the Underwriters under the caption “Underwriting (Conflicts of Interest),” (ii) the third information contained in the second paragraph and following the table showing the principal amounts of each series of notes purchased by the Underwriters under the caption “Underwriting (Conflicts of Interest),” (iii) the second and third sentences of the second paragraph following the table showing the underwriting discounts to be paid to the underwriters under the caption “Underwriting (Conflicts of Interest),” (iv) the fourth and fifth paragraphs following the table showing the underwriting discounts to be paid to the underwriters under the caption “Underwriting (Conflicts of Interest),” and (v) the first sentence in of the tenth paragraphfirst paragraph under the caption “Underwriting (Conflicts of Interest)—Other Relationships.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained (i) in any part of the Registration Statement at any the time it became effective as to the Underwriters, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, the General Disclosure Package, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of (i) the following information in the Final Prospectus furnished on behalf of each Underwriter under the caption “Underwriting,” furnished on behalf the paragraphs; provided, however, that the Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of each Underwriter: (ior based upon the Company’s failure to perform its obligations under Section 5(c) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphthis Agreement.

Indemnification of Company. Each Underwriter will severally In the event of the Registration or qualification of any Registrable Securities of the Indemnified Holders under the Securities Act or any other applicable federal or state securities laws for sale pursuant to the provisions hereof, each Indemnified Holder agrees severally, and not jointly jointly, to indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, directors and affiliates and each person, if any, person who controls the Company or such Guarantor within the meaning of Section 15 the Securities Act, and each officer and director of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), Company from and against any losses, claims, damages damages, expenses or liabilities (or actions in respect thereof), joint or several, to which the Company, such Underwriter Indemnified Party controlling person or any such officer or director may become subject, subject under the Act, the Exchange Act, Securities Act or any other Federal or state statutory law or regulation applicable securities laws or otherwise, insofar as such losses, claims, damages damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at under which such Registrable Securities were registered or qualified under the Securities Act or any time other applicable securities laws, any preliminary prospectus or final prospectus relating to such Registrable Securities, or any amendment or supplement thereto, or arise out of or are based upon an untrue statement therein or the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged which untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Indemnified Holder specifically and expressly for use thereinin connection with the preparation thereof, and will reimburse the Company, such controlling person and each such officer or director for any legal or any other expenses reasonably incurred by such Underwriter Indemnified Party them in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liabilityexpense, liability or action; PROVIDED, litigationHOWEVER, investigation or proceeding whatsoever (whether or an Indemnified Holder's liability under this Section 5(e)(iii) shall not exceed the net proceeds received by such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon Holder with respect to the sale of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphRegistrable Securities.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal United States federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement (or any amendment thereto) at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, or in the Base Prospectus, any Preliminary Prospectus, or any other preliminary prospectus related to the Securities, the Disclosure Package, Final Prospectus, or any Issuer Free Writing Prospectus, or in any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Preliminary and the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) Underwriter under the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphcaptions “Underwriting.”

Indemnification of Company. Each Underwriter (a) In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officersits officers who have signed or otherwise participated in the preparation of the registration statement, employees, agents, partners, members, directors and affiliates each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any final prospectus (or in the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representative specifically holder of Registrable Shares expressly for use therein; provided, and will reimburse any legal or other expenses reasonably incurred however, that such holder’s obligations hereunder shall be limited to an amount equal to the Net Proceeds received by such Underwriter Indemnified Party holder of Registrable Shares sold in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphregistration.

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective directors and each of their respective officers, employees, agents, partners, members, directors and affiliates members and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time Preliminary Offering Circular or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter Purchaser through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, based upon commenced in connection with the enforcement of this provision with respect to any such untrue statement or omission, or any such alleged untrue statement or omission of the above as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter Purchaser consists of the following information in the Preliminary and Final Prospectus under the caption “Underwriting” Offering Circular furnished on behalf of each UnderwriterPurchaser: (i) the legal name of such Underwriterthird, (ii) the third paragraph ninth and (iii) tenth paragraphs and the second sentence in of the tenth paragrapheighth paragraph under the caption “Plan of Distribution”; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in Statement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any the Underwriter consists of (i) the following information second sentence in the Final Prospectus seventh paragraph of text under the caption “Underwriting” furnished on behalf of each Underwriter: (i) in the legal name of such UnderwriterFinal Prospectus, concerning market making and (ii) the third paragraph ninth and (iii) tenth paragraphs of text under the second sentence caption “Underwriting” in the tenth paragraphFinal Prospectus, concerning short sales, stabilizing transactions and purchases to cover positions created by short sales.

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, directors and affiliates each of their respective officers and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time Statement, Preliminary Prospectus or arise out of the Prospectus, in each case as amended or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectussupplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter Purchaser through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter Purchaser consists of the following information in the Final Prospectus Preliminary and Prospectus: under the caption “Underwriting” furnished on behalf ”, in [ ]; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of each Underwriter: (ior based upon the Company’s failure to perform its obligations under Section 5(a) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphthis Agreement.

Indemnification of Company. Each Underwriter The Purchasers will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorsGuarantor, each of their respective officers, employees, agents, partners, members, directors and affiliates each of their respective officers and each person, if any, who controls the Company or such the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time Preliminary Offering Circular or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing ProspectusCommunication (including, without limitation, any Supplemental Marketing Material), or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter any Purchasers through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter any Purchaser Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter Purchaser through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus Offering Circular furnished on behalf of the Purchasers: under the caption “UnderwritingPlan of Distribution,” furnished on behalf the first and second sentences of each Underwriter: (i) the legal name of such Underwriter, (ii) the third eighth paragraph and (iii) the second sentence in the tenth ninth paragraph.

Indemnification of Company. Each Underwriter will and each Borrower severally and not jointly will indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officers, employees, agents, partners, members, directors and affiliates its officers who have signed the Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, the ADS registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, (ii) with respect to any part of the Registration Statement at any time or arise out of or are based upon the ADS registration Statement at any time, the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iiiii) any untrue statement or alleged untrue statement of any material fact contained in with respect to any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, not misleadingofficer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that each Underwriter and each Borrower will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement at any time, the ADS registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives or the Borrowers specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter or any Borrower consists of the following information described as such in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of Section 15. This indemnity agreement will be in addition to any liability which such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphUnderwriter or such Borrower may otherwise have.

Indemnification of Company. Each Underwriter will Underwriter, severally and not jointly jointly, will indemnify and hold harmless each of the Transaction Entities, the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, ’s directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act signs a registration statement and each Controlling Person (each, an a “Underwriter Company Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter the Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing ProspectusProspectus or any Section 5(d) Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus third paragraph, the second sentence of the seventh paragraph and the tenth paragraph under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphProspectus.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities (including any loss, liability, claim, damage and expense whatsoever as incurred to the extent of the aggregate amount paid in settlement of any litigation) to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at Statement, any time Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any bona fide electronic road show, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment 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 Act, or any bona fide electronic road show, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically Representatives expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in names and addresses of the Final Prospectus Underwriters, as well as the [fourth] and the [eighth] paragraphs under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphRegistration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, Guarantors and each of their respective officers, employees, agents, partners, members, directors and affiliates officers and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any Guarantor or any such Underwriter Indemnified Party respective director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at Statement, and Preliminary Prospectus, the Prospectus or any time amendment or arise out of supplement thereto, any Issuer Free Writing Prospectus or are based upon any Offering Participant Free Writing Prospectus; or (ii) with respect to the Registration Statement, the omission or alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any timeor, with respect to the Preliminary Prospectus, the Final ProspectusProspectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse any legal or other out-of-pocket expenses reasonably incurred by the Company or any Guarantor or any such respective director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement, and Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use thereinin the preparation thereof. The Company, the Guarantors and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood the Underwriters acknowledge and agreed agree that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” or to be furnished on behalf of each Underwriter: (i) Underwriter to the legal name Company for inclusion in any part of such Underwriterthe Registration Statement, (ii) the Preliminary Prospectus and the Prospectus consists of the third paragraph, the third sentence of the seventh paragraph and the eighth paragraph under the caption “Underwriting (iii) Conflicts of Interest)” and the first, second and third paragraphs under the sub-heading “Conflicts of Interest” under the caption “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus and the second and fifth sentences of the first paragraph and the first, second and third sentences up to the comma in the third sentence in the tenth paragraphsecond paragraph under the sub-heading “Sale Through Underwriters or Dealers” under the caption “Plan of Distribution” in the Prospectus.

Indemnification of Company. Each Underwriter In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officersits officers who have signed the registration statement, employees, agents, partners, members, directors and affiliates each underwriter of the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, ConfidentialPage 1110/10/2019 Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any prospectus (or the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representative specifically Holder, expressly for use therein; provided, however, that such Xxxxxx’s obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and will reimburse such Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or any underwriter or controlling person by counsel retained by or on the behalf of such Holder would be inappropriate due to conflicts of interest between any such person and any other expenses reasonably incurred party represented by such Underwriter Indemnified Party counsel in connection with investigatingsuch proceeding or action, preparing or defending against in which case such Holder shall pay, as incurred, the fees and expenses of such separate counsel, but only one such counsel. Notwithstanding the two preceding sentences, if the action is one in which the Company may be obligated to indemnify any Holder of Registrable Shares pursuant to Section 2.3, the Company shall have the right to assume the defense of such action, subject to the right of such Holders to participate therein as permitted by Section 2.3. Such Holder shall not be liable to indemnify any person for any settlement of any such lossaction effected without such Holder’s consent (which consent shall not be unreasonably withheld). Such Holder shall not, claim, damage, liability, action, litigation, investigation or proceeding whatsoever except with the approval of the Company (whether or which approval shall not such Underwriter Indemnified Party is a party theretobe unreasonably withheld), whether threatened consent to entry of any judgment or commenced, based upon enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the party being so indemnified of a release from all liability in respect to such untrue statement claim or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphlitigation.

Indemnification of Company. Each Underwriter In the event that the Company registers any of the Registrable Shares, INVESTOR will severally and not jointly indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officersits officers who have signed the Registration Statement, employeeseach underwriter, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachunderwriter, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them REGISTRATION RIGHTS AGREEMENT may become subjectsubject under applicable securities law, under and, except as hereinafter provided, will reimburse the ActCompany and each such director, the Exchange Actofficer, underwriter or controlling person for any legal or other Federal expenses reasonably incurred by them or state statutory law any of them in connection with investigating or regulation defending any actions, whether or otherwisenot resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement, (or the Registration Statement at any as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically INVESTOR expressly for use therein, and confirmed in writing by INVESTOR or the Company or any agent or attorney thereof. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against INVESTOR, the party seeking indemnification hereunder will reimburse any legal notify INVESTOR in writing of the commencement thereof, and INVESTOR shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against INVESTOR. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Underwriter Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating, preparing or defending against any such lossaction and to participate in the defense thereof, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or but the fees and expenses of such counsel shall be at the Company's sole expenses. INVESTOR shall not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon be liable to indemnify any person for any settlement of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphaction effected without its consent.

Indemnification of Company. Each Underwriter In the event that the Company -------------------------- registers any of the Registrable Securities under the Securities Act, each holder of the Registrable Securities so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officersits officers who have signed or otherwise participated in the preparation of the registration statement, employees, agents, partners, members, directors and affiliates each underwriter of the Registrable Securities so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any final prospectus (or in the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representative specifically holder of Registrable Securities expressly for use therein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds received by such holder of Registrable Securities sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Securities, the Company will notify such holder of Registrable Securities in writing of the commencement thereof (provided, that failure to so notify such holder shall not relieve such holder from any liability it may have hereunder), and will reimburse such holder of Registrable Securities shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Securities. The Company and each such director, officer, underwriter or controlling Person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof, but the fees and expenses reasonably incurred of such counsel subsequent to any assumption of the defense by such Underwriter Indemnified Party holder of Registrable Securities shall not be at the expense of such holder of Registrable Securities unless employment of such counsel has been specifically authorized in writing by such holder of Registrable Securities. Such holder of Registrable Securities shall not be liable to indemnify any Person for any settlement of any such action effected without such holder's written consent. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Company exercising its rights under this Article III, makes a claim for indemnification pursuant to this Section 3.2, 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 that this Section 3.2 provides for indemnification, in such case, then, 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 as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of Registrable Securities on the other in connection with investigatingthe statements or omissions which resulted in such losses, preparing claims, damages or defending against liabilities, as well as any such lossother relevant equitable considerations. The relative fault of the Company on the one hand and of the holder of Registrable Securities on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the holder of Registrable Securities on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as case, (A) no such expenses are incurred, it being understood and agreed that the only such information furnished by holder will be required to contribute any Underwriter consists amount in excess of the following information in public offering price of all such Registrable Securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Final Prospectus under meaning of Section 11(f) of the caption “Underwriting” furnished on behalf of each Underwriter: (iSecurities Act) the legal name will be entitled to contribution from any person or entity who was not guilty of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphfraudulent misrepresentation.

Indemnification of Company. Each Underwriter In the event that ADA-ES registers any of the Registrable Shares under the Securities Act, the Purchasers will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorsADA-ES, each of their respective officersits directors, employeeseach of its officers who have signed or otherwise participated in the preparation of the registration statement, agents, partners, members, directors and affiliates each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company or such Guarantor ADA-ES within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse ADA-ES and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any final prospectus (or in the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to ADA-ES by the Company by such Underwriter through the Representative specifically Purchasers expressly for use therein; provided, however, that the Purchaser's obligations hereunder shall be limited to an amount equal to the proceeds received by such Purchasers for the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Purchaser, ADA-ES shall notify the Purchaser in writing of the commencement thereof (provided, that failure to so notify the Purchaser shall not relieve such Purchaser from any liability it may have hereunder, except to the extent prejudiced by such failure), and will reimburse the Purchaser(s) shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to ADA-ES) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Purchaser. ADA-ES and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof, but the fees and expenses reasonably incurred of such counsel subsequent to any assumption of the defense by such Underwriter Indemnified Party Purchaser shall not be at the expense of the Purchaser unless employment of such counsel has been specifically authorized in writing by the Purchaser. The Purchaser(s) shall not be liable to indemnify any person for any settlement of any such action effected without such Purchaser's written consent (which consent shall not be unreasonably withheld or delayed). In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which ADA-ES, its officers, directors or controlling persons ("ADA-ES Indemnities") exercising its rights under this Article III, makes a claim for indemnification pursuant to this Section 3.05, 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 that this Section 3.05 provides for indemnification, in such case, then, ADA-ES Indemnity and Purchaser will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of ADA-ES Indemnity on the one hand and of the Purchaser on the other in connection with investigatingthe statements or omissions which resulted in such losses, preparing claims, damages or defending against liabilities, as well as any such lossother relevant equitable considerations. The relative fault of ADA-ES Indemnity on the one hand and of the Purchaser on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by ADA-ES Indemnity on the one hand or by such Purchaser on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as such expenses are incurredcase, it being understood and agreed that (A) the only such information furnished by Purchaser(s) will not be required to contribute any Underwriter consists amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Final Prospectus under meaning of Section 11(f) of the caption “Underwriting” furnished on behalf of each Underwriter: (iSecurities Act) the legal name will be entitled to contribution from any person or entity who was not guilty of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphfraudulent misrepresentation.

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, directors and affiliates each of their respective officers and the Guarantors and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time Preliminary Offering Circular or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter Purchaser through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter Purchaser consists of the following information in the Preliminary and Final Prospectus Offering Circular: under the caption “UnderwritingPlan of Distribution” furnished on behalf paragraphs three and eleven; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of each Underwriter: (ior based upon the Company’s failure to perform its obligations under Section 5(a) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphthis Agreement.

Indemnification of Company. Each Underwriter will will, severally and not jointly jointly, indemnify and hold harmless each of the Company, the Guarantors, and each of their respective officersits directors, employees, agents, partners, members, directors and affiliates officers or employees and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at Statement, any time Statutory Prospectus, the Final Prospectus, each as amended or supplemented, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement in the case of any material fact contained in any Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name and marketing names of such Underwriter, the Underwriters on the front and back cover pages of the Final Prospectus and in the table showing the principal amounts of Offered Securities purchased by the Underwriters under the caption “Underwriting (Conflicts of Interest),” (ii) the third information contained in the second paragraph and following the table showing the principal amounts of Offered Securities purchased by the Underwriters under the caption “Underwriting (Conflicts of Interest),” (iii) the second fifth, sixth and seventh paragraphs following the table showing the underwriting discounts and commissions under the caption “Underwriting (Conflicts of Interest),” and (iv) the first sentence in of the tenth paragraphfirst paragraph under the caption “Underwriting (Conflicts of Interest)—Other Relationships.”

Indemnification of Company. Each Underwriter (a) In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officersits officers who have signed or otherwise participated in the preparation of the registration statement, employees, agents, partners, members, directors and affiliates each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any final prospectus (or in the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representative specifically holder of Registrable Shares expressly for use therein; PROVIDED, and will reimburse any legal or other expenses reasonably incurred by HOWEVER, that such Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: holder's obligations hereunder shall be (i) limited to an amount equal to the legal name Net Proceeds received by such holder of Registrable Shares sold in such Underwriter, registration and (ii) extinguished if the third paragraph alleged misstatement or omission was contained in a preliminary prospectus or amended preliminary prospectus and (iii) the second sentence was corrected in the tenth paragraphfinal prospectus.

Indemnification of Company. Each Underwriter will Underwriter, severally and not jointly jointly, will indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at Statement, any time Statutory Prospectus, the Final Prospectus, each as amended or supplemented, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement in the case of any material fact contained in any Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representative specifically Representatives expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party the Company is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each UnderwriterProspectus: (i) the legal name and marketing names of such Underwriterthe Underwriters on the front and back cover pages of the Final Prospectus and in the table showing the principal amounts of Notes purchased by the Underwriters under the caption “Underwriting,” the paragraph under the caption “stabilization” on page v of the Final Prospectus, (ii) the third paragraph and (iii) the second sentence in third and fourth sentences of the tenth paragrapheighth paragraph and the ninth, tenth, eleventh, twelfth and thirteenth paragraphs, under the caption “Underwriting.”

Indemnification of Company. Each Underwriter will will, severally and not jointly jointly, indemnify and hold harmless each of the Company, the Guarantors, and each of their respective officersits directors, employees, agents, partners, members, directors and affiliates officers or employees and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at Statement, any time Statutory Prospectus, the Final Prospectus, each as amended or supplemented, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement in the case of any material fact contained in any Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name and marketing names of such Underwriter, the Underwriters on the front and back cover pages of the Final Prospectus and in the table showing the principal amounts of notes purchased by the Underwriters under the caption “Underwriting (Conflicts of Interest),” (ii) the third paragraph information contained in the third, eighth and ninth paragraphs under the caption “Underwriting (Conflicts of Interest),” (iii) the second and third sentences of the sixth paragraph under the caption “Underwriting (Conflicts of Interest),” and (iv) the first sentence in of the tenth paragraphfirst paragraph under the caption “Underwriting (Conflicts of Interest)—Other Relationships.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the preliminary prospectus supplement dated February 17, 2016 and in the Final Prospectus Prospectus: the concession and reallowance figures appearing in the sixth paragraph under the caption “Underwriting,” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph and (iii) the second sentence information with respect to stabilization transactions appearing in the tenth paragraphthirteenth paragraph under the caption “Underwriting.”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective directors and each of their respective officers, employees, agents, agents partners, members, directors and affiliates members and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time Preliminary Offering Circular or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Purchaser specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter the Purchasers consists of the following information in the Preliminary and Final Prospectus under the caption “Underwriting” Offering Circular furnished on behalf of each UnderwriterPurchaser: (i) under the legal name caption “Plan of such Underwriter, (ii) the third paragraph and (iii) Distribution,” the second sentence in of the tenth 17th paragraph and the 18th paragraph; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. Each Underwriter will Underwriter, severally and not jointly jointly, will indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, directors and affiliates and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at Statement, any time Statutory Prospectus, the Final Prospectus, each as amended or supplemented, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement in the case of any material fact contained in any Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representative specifically Representatives expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party the Company is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each UnderwriterProspectus: (i) the legal name and marketing names of such Underwriter, the Underwriters on the front and back cover pages of the Final Prospectus and in the table showing the principal amounts of Notes purchased by the Underwriters under the caption “Underwriting (Conflict of Interest),” and (ii) the third paragraph eighth, ninth and tenth paragraphs, under the caption “Underwriting (iii) the second sentence in the tenth paragraphConflict of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly will indemnify and hold harmless each of the Company, the Guarantorseach of its directors, each of their respective officers, employees, agents, partners, members, directors and affiliates its officers who have signed the Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, the ADR Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, (ii) with respect to any part of the Registration Statement at any time or arise out of or are based upon the ADR Registration Statement at any time, the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iiiii) any untrue statement or alleged untrue statement of any material fact contained in with respect to any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, not misleadingofficer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that each Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement at any time, the ADR Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information described as such in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of Section 15. This indemnity agreement will be in addition to any liability which such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphUnderwriter may otherwise have.

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement, the ADS Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in Statement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Registration Statement, the General Disclosure Package and the Final Prospectus under Prospectus, as the caption “Underwriting” case may be, furnished on behalf of each Underwriter: (i) the legal name names of such Underwriter, (ii) the third paragraph Underwriters and (iii) the second sentence concession figure appearing in the tenth paragraph[third] paragraph under the caption “Underwriting” (the “Underwriter Information”).

Indemnification of Company. Each Underwriter of the Underwriters, the Forward Purchaser and the Forward Seller will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of their respective officers, employees, agents, partners, members, its directors and affiliates each of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of such Underwriter, (ii) the third paragraph information relating to stabilizing transactions and (iii) the second sentence short sales contained in the tenth paragraphtwenty-second and twenty-third paragraphs under the caption “Underwriting (Conflicts of Interest)” (the “Underwriter Information”).

Indemnification of Company. Each Underwriter In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantorseach of its directors and officers, each underwriter of their respective officers, employees, agents, partners, members, directors and affiliates the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company or such Guarantor underwriter within the meaning of Section 15 of the Act or Section 20 Securities Act, each other holder and each of the Exchange Act (each, an “Underwriter Indemnified Party”), their directors and officers from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any prospectus (or the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or 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 any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representative specifically holder of Registrable Shares, expressly for use therein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Underwriter Indemnified Party holder of Registrable Shares. Notwithstanding the two preceding sentences, if the action is one in connection with investigatingwhich the Company may be obligated to indemnify any holder of Registrable Shares pursuant to Section 2.5, preparing or defending against the Company shall have the right to assume the defense of such action, subject to the right of such holders to participate therein as permitted by Section 2.5. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such lossaction effected without such holder's consent. Such holder shall not, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that except with the only such information furnished by any Underwriter consists approval of the following information Company, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the party being so indemnified of a release from all liability in the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the legal name of respect to such Underwriter, (ii) the third paragraph and (iii) the second sentence in the tenth paragraphclaim or litigation.