Common use of Indemnification and Contribution Clause in Contracts

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

Indemnification and Contribution. (a) The In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless each Holder the seller of Transfer Restricted Securities covered by any Shelf Registration Statement (includingsuch Registrable Securities, without limitationand its directors and officers, each Initial Purchaser), its directors, officersunderwriter of such Registrable Securities, and employees and each other person, if any, who controls any such Holder seller or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar in so far as such losses, claims, damages, damages or liabilities (or actions in respect thereof): (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Shelf Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or in any Prospectus, or any amendment thereof or supplement theretoto such Registration Statement, and any document incorporated therein by reference; or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; and the Company will reimburse such seller, underwriter and each such party controlling person for any legal or any other expenses reasonably incurred by such party seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any untrue statement or omission of material fact made in any Shelf such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in any Prospectus, the indemnity agreement contained reliance upon and in this Section 5(a) shall not inure conformity with information furnished to the benefit Company, in writing, by or on behalf of the Holder such seller, underwriter or any controlling person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained specifically for use in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)preparation thereof.

Indemnification and Contribution. (a) The In connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any participating Broker-Dealer or the Initial Purchaser, as applicable, who seeks to sell New Securities, the Company agrees to and the Trust shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by included within any such Shelf Registration Statement (includingand each participating Broker-Dealer or Initial Purchaser selling New Securities, without limitation, each Initial Purchaser), its directors, officers, and employees and each person, if any, who controls any such Holder person within the meaning of either Section 15 of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as each, a “Holder”"Participant") from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities) to which any of them such Participant or controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf any such Registration Statement, Statement or any prospectus forming part thereof or in any Prospectus, or any amendment thereof or supplement thereto, thereto or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading and which is referred to in or induced as part of any loss, in the light claim, damage, liability or action arising out of the circumstances under which they were made, not misleading, or based upon matters covered by clause (i) or (ii) above and will shall reimburse each such party Participant promptly upon demand for any legal or other expenses reasonably incurred by such party Participant in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; providedPROVIDED, howeverHOWEVER, that: that (i) the Company and the Trust shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; and (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf such Registration Statement, Statement or any prospectus forming part thereof or in any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company or the Trust by or on behalf of any Participant specifically for inclusion therein; and PROVIDED FURTHER that as to any preliminary Prospectus, the indemnity agreement contained in this Section 5(a8(a) shall not inure to the benefit of the Holder any such Participant or any controlling person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting such Participant on account of any such loss, claim, damage damage, liability or liability purchased action arising from the securities concerned, to the extent that any such loss, claim, damage or liability sale of the Holders occurs under the circumstance where it shall have been established that: New Securities to any person by that Participant if (wi) the Company had previously furnished copies that Participant failed to send or give a copy of the Prospectus, and any amendments and supplements theretoas the same may be amended or supplemented, to that person within the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was time required by the Securities Act to be made to such person; and (yii) the untrue statement or omission alleged untrue statement of a material fact contained or omission or alleged omission to state a material fact in the such preliminary Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus, unless, in each case, such failure resulted from non-compliance by the Company and the Trust with Section 6(c). This The foregoing indemnity agreement will be is in addition to any liability that which the Company and the Trust may otherwise have. This indemnity agreement will not apply have to any loss, damage, expense, liability Participant or claim arising from an offer or sale, occurring during a Suspension Period, to any controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)that Participant.

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

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

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Sections 2 or 3, the Company agrees to will indemnify and hold harmless each Holder seller of Transfer Restricted such Registrable Securities covered by any Shelf Registration Statement (includingthereunder and such seller's agents, without limitationemployees, each Initial Purchaser), its directors, directors and officers, from and employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities was registered under the Shelf Registration StatementSecurities Act pursuant to Sections 2 or 3, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party for or (iii) any legal or other expenses reasonably incurred by such party in connection with investigating or defending violation of any such action or claim as such expenses are incurred; applicable securities law, provided, however, that: (i) that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in reliance upon and in conformity with information furnished by such seller or an authorized officer of any Shelf Registration Statementsuch seller acting on behalf of such seller and each other person, or in any Prospectusif any, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder such seller within the meaning of either the Securities Act Act, or in writing by an authorized officer of the Exchange Act from whom seller of Registrable Securities or by an officer or duly authorized agent or employee of such seller of Registrable Securities specifically for use in such registration statement or prospectus, and, provided further, however, that the person asserting Company will not be liable in any such loss, claim, damage or liability purchased the securities concerned, case to the extent that any such loss, claim, damage damage, liability or liability action arises out of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the is based upon an untrue or alleged untrue statement or omission of a material fact contained or an alleged omission made in any preliminary prospectus or final prospectus if (1) the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given Company delivered to such personHolder the final prospectus or prospectus supplement, at (2) such Holder failed to send or deliver a copy of the final prospectus or prospectus supplement with or prior to the delivery of written confirmation of the sale of the Registrable Securities, and (3) the final prospectus or prospectus supplement would have corrected such securities to such person, a copy of such amendments untrue statement or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)omission.

Indemnification and Contribution. (a) The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company agrees will, to the extent permitted by law, indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement selling Stockholder (includingincluding each member, without limitationpartner, officer or director thereof), each Initial Purchaser), its directors, officersunderwriter of such seller of such Registrable Shares, and employees and each other person, if any, who controls any such Holder seller or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any expenses, losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, including any of the foregoing incurred in connection with the settlement of any commenced or threatened litigation, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereof, to which any of them may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or actions ) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Shelf Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or in any Prospectus, or any amendment thereof or supplement theretoto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in therein not misleading or any violation or alleged violation by the light Company of the circumstances Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under which they were madethe Securities Act, not misleading, the Exchange Act or any state securities laws in connection with the offering covered by such Registration Statement; and the Company will reimburse such seller, underwriter and each such party controlling person for any legal or any other expenses reasonably incurred by such party seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any untrue statement or omission of material fact made in any Shelf such Registration Statement, final prospectus, or any such amendment or supplement, in any Prospectus, reasonable reliance upon and in conformity with information furnished (or not furnished in the indemnity agreement contained in this Section 5(acase of an omission or alleged omission) shall not inure to the benefit Company, in writing, by or on behalf of the Holder any seller, underwriter or any controlling person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained specifically for use in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)preparation thereof.

Indemnification and Contribution. (a) The In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 2 or 3, the Company agrees to will indemnify and hold harmless each Holder seller of Transfer such Restricted Securities covered by any Shelf Registration Statement (including, without limitationStock thereunder, each Initial Purchaser), its directors, officers, and employees underwriter of such Restricted Stock thereunder and each other person, if any, who controls any such Holder seller or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilitiesliabilities (including, without limitation, any legal or other expenses reasonably incurred by such Shareholder or any such controlling person in connection with defending or investigating any such action or claim), joint or several, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Restricted Stock was registered under the Shelf Registration StatementSecurities Act pursuant to Sections 2 or 3, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurred; action, provided, however, that: (i) that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in conformity with information furnished by any Shelf such seller, any such underwriter or any such controlling person in writing specifically for use in such Registration Statement, Statement or in any Prospectus, prospectus. It is agreed that the indemnity agreement contained in this Section 5(a) 7 shall not inure apply to the benefit amounts paid in settlement of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, action if such settlement is effected without the consent of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi(which consent shall not be unreasonably withheld or delayed).

Indemnification and Contribution. (a) The a. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 2 or Section 3, the Company agrees to will indemnify and hold harmless each Holder seller of Transfer such Restricted Securities covered by any Shelf Registration Statement (including, without limitationStock thereunder, each Initial Purchaser), its directors, officers, and employees underwriter of such Restricted Stock thereunder and each other person, if any, who controls any such Holder seller or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged any untrue statement of a any material fact contained in any registration statement under which such Restricted Stock was registered under the Shelf Registration StatementSecurities Act pursuant to Section 2 or Section 3, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or omission of material fact so made in conformity with information furnished by any Shelf Registration Statementseller, any underwriter or any controlling person specifically for use in any Prospectus, such registration statement or prospectus. It is agreed that the indemnity agreement contained in this Section 5(a6(a) shall not inure apply to the benefit amounts paid in settlement of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, action if such settlement is effected without the consent of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi(which consent shall not be unreasonably withheld or delayed).

Indemnification and Contribution. (a) The Company agrees to and each Guarantor, jointly and severally, shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser)Underwriter, its directors, officers, and employees officers and each person, if any, who controls any such Holder Underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which any of them that Underwriter, director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, the Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement thereto, any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading or (iii) any act or failure to act, or any alleged act or failure to act, by any Underwriter in connection with, or relating in any manner to, the Notes or the offering contemplated hereby, and will which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company and the Guarantors shall not be liable in the case of any matter covered by this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such act or failure to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse that Underwriter and each such party director, officer and controlling person promptly upon demand for any legal or other expenses reasonably incurred by such party that Underwriter, director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; and (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, the Preliminary Prospectus, the Disclosure Package any Issuer Free Writing Prospectus or the Prospectus, as applicable, or in any Prospectussuch amendment or supplement, in reliance upon and in conformity with the written information furnished to the Company by or on behalf of any Underwriter specifically for inclusion therein and described in Section 8(e). The foregoing indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be is in addition to any liability that which the Company or any of the Guarantors may otherwise have. This indemnity agreement will not apply have to any lossUnderwriter or to any officer, damage, expense, liability employee or claim arising from an offer or sale, occurring during a Suspension Period, controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)any Underwriter.

Indemnification and Contribution. (a) a. The Company agrees to shall indemnify and hold harmless the Initial Purchaser and each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officersStatement, and employees each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each personPerson, if any, who controls the Initial Purchaser or any such Holder Holder, as applicable, within the meaning of either the Securities 1933 Act or the Exchange 1934 Act (collectively referred to for purposes of this Section 5 as a an “Indemnified Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them may become subject, under the Securities 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements thereintherein (in the case of any Prospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the an Indemnified Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person Person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders such Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the such Indemnified Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities 1933 Act to be made to such personPerson; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements theretothereto timely provided to such Indemnified Holder; and (z) there was not sent or given to received by such personPerson, at or prior to the written confirmation of the sale of such securities to such personPerson, a copy of such amendments or supplements to the Prospectus; and (iii) the indemnification provisions of this Section shall not apply to amounts paid in settlement of any loss, claim, damage or liability if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi3(c)(vii).

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities or New Securities, as the case may be, covered by any Shelf Registration Statement (includingincluding each Initial Purchaser and, without limitationwith respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Initial PurchaserExchanging Dealer), its the directors, officers, and employees and agents of each person, if any, such Holder and each person who controls any such Holder within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf any Registration StatementStatement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will agrees to reimburse each such party indemnified party, as incurred, for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any such untrue statement or alleged untrue statement or omission of material fact or alleged omission made therein in any Shelf Registration Statement, or reliance upon and in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure conformity with written information furnished to the benefit Company by or on behalf of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the ProspectusHolder specifically for inclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have. This indemnity agreement will not apply The Company also agrees to indemnify or contribute as provided in Section 6(d) to the Losses of any lossunderwriter of Securities or New Securities, damageas the case may be, expenseregistered under a Shelf Registration Statement, liability their directors, officers, employees or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder agents and each person who has previously received notice from controls such underwriter on substantially the Company same basis as that of the commencement indemnification of the Suspension Period pursuant to Initial Purchasers and the selling Holders provided in this Section 3(c)(vi)6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(o) hereof.

Indemnification and Contribution. (a) The Upon the Registration of Applicable Securities pursuant to Section 5.1 or Section 5.2 hereof, the Company agrees to shall indemnify and hold harmless each Electing Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees and each personunderwriter, selling agent or other securities professional, if any, which facilitates the disposition of Applicable Securities, and each of their respective officers and directors and each person who controls any such Holder Electing Holder, underwriter, selling agent or other securities professional within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of this Section 5 as a each such Person, an “HolderIndemnified Person”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Indemnified Person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Applicable Securities are to be registered under the Shelf Registration StatementSecurities Act, or in any ProspectusProspectus contained therein, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will the Company hereby agrees to reimburse each such party Indemnified Person for any reasonable and documented legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf such Registration StatementStatement or Prospectus, or amendment or supplement, in any Prospectusreliance upon and in conformity with written information furnished to the Company by such Indemnified Person or its agent expressly for use therein; and provided, further, that the indemnity agreement contained in this Section 5(a) Company shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, be liable to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon the Holders occurs under the circumstance where it shall have been established that: (w) use of any Prospectus after such time as the Company had previously furnished copies of has advised the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any Electing Holder in writing that a post-effective amendment or supplements theretosupplement thereto is required, was required by the Securities Act to be made to except such person; (y) the untrue statement Prospectus as so amended or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)supplemented.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, Underwriter from and employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party Underwriter for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending any against such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any ProspectusMarketing Materials, the indemnity agreement contained in this Section 5(a) shall not inure reliance upon and in conformity with written information furnished to the benefit Company by you, or by any Underwriter through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any information described as such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi6(g).

Indemnification and Contribution. (a) The In the case of each offering of Registrable Securities made pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingHolder, without limitationits officers, directors and affiliates, each Initial Purchaser), its directors, officers, and employees underwriter of Registrable Securities so offered and each personPerson, if any, who controls any such Holder of the foregoing Persons within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “HolderHolder Indemnitees”) ), from and against any and all claims, liabilities, losses, claimsdamages, damages or liabilitiesexpenses and judgments, joint or several, or actions in respect thereof, to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse them, as and when incurred, for any legal or other expenses reasonably incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions actions, shall arise out of, or should be based upon, any violation or alleged violation by the Company of the Securities Act, any blue sky laws, securities laws or other applicable laws of any state or country in which the Registrable Securities are offered and relating to action taken or action or inaction required of the Company in connection with such offering, or shall arise out of, or shall be based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, registration statement (or in any Prospectuspreliminary or final prospectus included therein) relating to the offering and sale of such Registrable Securities, or any amendment thereof or supplement thereto, or arise out of in any document incorporated by reference therein, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall not be liable to any Holder Indemnitee in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; and (ii) with respect to upon, any untrue statement or alleged untrue statement, or any omission, if such statement or omission of material fact shall have been made in any Shelf Registration Statement, reliance upon and in conformity with information furnished to the Company in writing by or on behalf of such Holder specifically for use in the preparation of the registration statement (or in any Prospectuspreliminary or final prospectus included therein), or any amendment thereof or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder and shall survive the transfer of such securities. The foregoing indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be is in addition to any liability that which the Company may otherwise have. This indemnity agreement will not apply have to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)Indemnitee.

Indemnification and Contribution. (a) The In connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any Participating Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell Exchange Notes, to the extent permitted by law, the Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by Registrable Notes included within any such Shelf Registration Statement (including, without limitation, and each Participating Broker-Dealer or Initial Purchaser)Purchaser selling Exchange Notes, its directors, officers, officers and employees directors and each personPerson, if any, who controls any such Holder Person within the meaning of either Section 15 of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which you, they or any of you or them may become subject, subject under the Securities Exchange Act or otherwise, and to reimburse you and such controlling person or persons, if any, for any legal or other expenses incurred by you or them in connection with defending any action, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon an any alleged untrue statement or alleged untrue statement of a material fact contained in the Shelf any Registration Statement, Statement or in any Prospectus, or if the Company shall furnish or cause to be furnished to you any amendment thereof amendments or supplement theretoany supplements to any Prospectus, in any Prospectus covering Registrable Notes or Exchange Notes, as applicable, as so amended or supplemented, or arise out of or are based upon the any alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim except insofar as such expenses are incurred; providedlosses, howeverclaims, that: (i) the Company shall not be liable in any such case to the extent that any such lossdamages, claim, damage liabilities or liability arises actions arise out of or is are based upon Holder Information; and (ii) with respect to any such alleged untrue statement or omission, or untrue statement or omission of material fact which was made in any Shelf a Registration StatementStatement or in a Prospectus, or in such Prospectus as so amended or supplemented, in reliance upon and in conformity with information furnished in writing to the Company by or through any ProspectusInitial Purchaser or Participating Broker-Dealer expressly for use therein or with any statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act of any indenture trustee under an indenture of the Company, the and except that this indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder any Participating Broker-Dealer and Initial Purchaser (or of any person who controls controlling any Initial Purchaser or Participating Broker-Dealer) on account of any losses, claims, damages, liabilities or actions arising from the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability sale of the Holders occurs under Notes to any person if such loss arises from the circumstance where it shall have been established that: (w) the Company had previously furnished copies fact that a copy of the Prospectus, and any amendments and supplements thereto, as the same may then be supplemented or amended to the Holder; (x) delivery of the Prospectus, and any amendment extent such Prospectus was provided to such Initial Purchaser or supplements thereto, was required Participating Broker-Dealer by the Securities Act to be made to such person; Company (y) the untrue statement excluding, however, any document then incorporated or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there deemed incorporated therein by reference), was not sent or given by such Initial Purchaser or Participating Broker-Dealer to such person, at person with or prior to the written confirmation of the sale involved and the alleged omission or alleged untrue statement or omission or untrue statement was corrected in the Prospectus as supplemented or amended at the time of such securities confirmation, and such Prospectus, as amended or supplemented, was timely delivered to such personInitial Purchaser or Participating Broker-Dealer by the Company. Each Initial Purchaser or Participating Broker-Dealer agrees promptly after the receipt by such Initial Purchaser or Participating Broker-Dealer of written notice of the commencement of any action in respect to which indemnity from the Company on account of its agreement contained in this Section 4(a) may be sought by such Initial Purchaser or Participating Broker-Dealer, a copy or by any person controlling such Initial Purchaser or Participating Broker-Dealer, to notify the Company in writing of the commencement thereof, but the omission so to notify the Company of any such amendments action shall not release the Company from any liability which it may have to such Initial Purchaser or supplements Participating Broker-Dealer or to such controlling person otherwise than on account of the Prospectus. This indemnity agreement will contained in this Section 4(a). In case any such action shall be in addition to brought against any liability that the Company may otherwise have. This indemnity agreement will not apply to Initial Purchaser or Participating Broker-Dealer or any loss, damage, expense, liability such person controlling any Initial Purchaser or claim arising from an offer Participating Broker-Dealer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from such Initial Purchaser or Participating Broker-Dealer shall notify the Company of the commencement thereof, as above provided, the Company shall be entitled to participate in, and, to the extent that it shall wish, including the selection for counsel (such counsel to be reasonably acceptable to the indemnified party), to direct the defense thereof at its own expense. In case the Company elects to direct such defense and selects such counsel (hereinafter, Company's counsel), such Initial Purchaser or Participating Broker-Dealer or any controlling person shall have the right to employ its own counsel, but in any such case, the fees and expenses of such counsel shall be at the expense of such Initial Purchaser or Participating Broker-Dealer or controlling person unless (i) the Company has agreed in writing to pay such fees and expenses or (ii) the named parties to any such action (including any impleaded parties) include both such Initial Purchaser or Participating Broker-Dealer or any controlling person and the Company and such Initial Purchaser or Participating Broker-Dealer or any controlling person shall have been advised by its counsel that a conflict of interest between the Company and such Initial Purchaser or Participating Broker-Dealer or any controlling person may arise (and the Company's counsel shall have concurred in good faith with such advice) and for this reason it is not desirable for the Company's counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the Suspension Period pursuant to Section 3(c)(visame general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such Initial Purchaser or Participating Broker-Dealer or any controlling person (plus any local counsel retained by such Initial Purchaser or Participating Broker-Dealer or any controlling person in their reasonable judgment), which firm (or firms) shall be designated in writing by such Initial Purchaser or Participating Broker-Dealer or any controlling person).

Indemnification and Contribution. (a) The In the event of a registration of any of the Restricted Stock or Additional Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, the Company agrees to will indemnify and hold harmless each Holder seller of Transfer such Restricted Securities covered by any Shelf Registration Statement (including, without limitationStock and Additional Restricted Stock thereunder, each Initial Purchaser), its directors, officers, underwriter of such Restricted Stock and employees Additional Restricted Stock thereunder and each other person, if any, who controls any such Holder seller or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Restricted Stock or Additional Restricted Stock was registered under the Shelf Registration StatementSecurities Act pursuant to Sections 4, 5 or in 6, any Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses the same are incurred; , provided, however, that: (i) that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in conformity with information furnished by any Shelf Registration Statementsuch seller, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder such underwriter or any such controlling person who controls in writing specifically for use in such registration statement or prospectus or from a failure of such seller to comply with the Holder within the meaning prospectus delivery requirements of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) if the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made has delivered to such person; (y) the untrue statement seller any reasonable number of correct or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to prospectuses requested by such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)seller.

Indemnification and Contribution. (a) The Upon the Registration of Applicable Securities pursuant to Section 2, 3 or 4 hereof, the Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees the Holders and each personUnderwriter, if any, which facilitates the disposition of Applicable Securities, and each of their respective officers and directors and any Person who controls any such Holder the Holders or each Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively each such Person being sometimes referred to for purposes of this Section 5 as a an “HolderIndemnified Person”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Indemnified Person may become subject, subject under the Securities Act Act, Canadian Securities Laws, if applicable, or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or corresponding Canadian Prospectus under which such Applicable Securities are to be registered or qualified under the Shelf Registration StatementSecurities Act or Canadian Securities Laws, if applicable, or in any ProspectusProspectus contained therein or furnished by the Company to any Indemnified Person, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will the Company hereby agrees to reimburse each such party Indemnified Person for any reasonable and documented legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action or claim as such expenses are incurredclaim; provided, however, that: (i) that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf such Registration StatementStatement or Prospectus, or in any amendment or supplement or Canadian Prospectus, if applicable, in reliance upon and in conformity with written information furnished to the indemnity agreement contained in this Section 5(a) Company by a Holder or other Indemnified Person or its agent expressly for use therein; provided further, however, that the Company shall not inure be liable to the benefit extent that any loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) the use of any Prospectus or Canadian Prospectus, if applicable, after such time as the obligation of the Holder Company to keep the same effective and current has expired, or (ii) the use of any Prospectus or Canadian Prospectus, if applicable, after such time as the Company has advised the Holders in writing that a post-effective amendment or supplement thereto is required, except such Prospectus or Canadian Prospectus, if applicable, as so amended or supplemented; and provided further, however, that the Company shall not be liable to any Person who participates as an Underwriter in the offering or sale of Registrable Securities or any person other Person, if any, who controls the Holder such Underwriter within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concernedAct, to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of the Holders occurs under matters described in the circumstance where it shall have been established that: first proviso of this sentence or in (wi) the Company had previously furnished copies or (ii) above or such Person’s failure to send or give a copy of the a corrected preliminary Prospectus (including, if permitted by law, an issuer free writing prospectus), supplement or amendment or Canadian Prospectus, and any amendments and supplements theretoif applicable, to the Holder; (x) delivery of the Prospectus, and any amendment Persons asserting an untrue statement or supplements thereto, was required by the Securities Act to be made to such person; (y) the alleged untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or alleged omission prior to the written confirmation time of the sale of such securities Applicable Securities to such personPerson if such statement or omission was timely corrected in such Prospectus, a copy of such amendments supplement or supplements to the amendment or Canadian Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)if applicable.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Underwriter against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430C of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party Underwriter for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending against such loss, claim, damage, liability or action; or (ii) in whole or in part upon any such action inaccuracy in the representations and warranties of the Company contained herein; or claim as such expenses are incurred(iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, or in any Preliminary Prospectus, the indemnity agreement contained Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. In addition to its other obligations under this Section 6(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 5(a) shall not inure 6(a), it will reimburse each Underwriter on a monthly basis for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the benefit propriety and enforceability of the Holder or any person who controls Company’s obligation to reimburse the Holder within Underwriters for such expenses and the meaning possibility that such payments might later be held to have been improper by a court of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to competent jurisdiction. To the extent that any such lossinterim reimbursement payment is so held to have been improper, claimthe Underwriter that received such payment shall promptly return it to the party or parties that made such payment, damage or liability together with interest, compounded daily, determined on the basis of the Holders occurs under the circumstance where it shall have been established that: prime rate (w) the Company had previously furnished copies or other commercial lending rate for borrowers of the Prospectushighest credit standing) announced from time to time by U.S. Bank, and any amendments and supplements thereto, to N.A. (the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be “Prime Rate”). Any such interim reimbursement payments which are not made to such person; (y) the untrue statement or omission an Underwriter within 30 days of a material fact contained in request for reimbursement shall bear interest at the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to Prime Rate from the written confirmation of the sale date of such securities to such person, a copy of such amendments or supplements to the Prospectusrequest. This indemnity agreement will shall be in addition to any liability that liabilities which the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi).

Indemnification and Contribution. (a) The Company agrees to Seller and the Servicer shall, jointly and severally, indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingUnderwriter, without limitation, each Initial Purchaser), its directors, officers, and employees and each person, if any, who controls any such Holder Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of this Section 5 as each, a “HolderControl Person”) and the respective officers, directors, agents and employees of any of the foregoing harmless against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter or Control Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, or the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in any the Final Prospectus), the Ratings Free Writing Prospectus, the Final Prospectus, any Form ABS-15G furnished to the Commission on XXXXX with respect to the transactions contemplated by this Agreement (each, a “Furnished ABS-15G”) or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party Underwriter and Control Person for any legal or other expenses reasonably incurred by such party Underwriter or Control Person in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that neither the Company shall not Seller nor the Servicer will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the alleged untrue statement in or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale alleged omission from any of such securities to such person, a copy of such amendments or supplements to documents in reliance upon and in conformity with the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(viUnderwriter Information (as defined below).

Indemnification and Contribution. (ai) The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Section 5, the Company agrees will, to the extent permitted by law, indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitationthe Subscriber, each Initial Purchaser)of the officers, its directors, officersagents, affiliates, members, managers, control persons, and employees principal shareholders of the Subscriber, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Holder Subscriber or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them the Subscriber, or such underwriter or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities was registered under the Shelf Registration StatementSecurities Act pursuant to Section 5, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were when made, not misleading, and will subject to the provisions of Section 5(e)(iii) reimburse the Subscriber, each such party underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable to the Subscriber to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Subscriber failed to send or deliver a copy of the final prospectus delivered by the Company to the Subscriber with or prior to the delivery of written confirmation of the sale by the Subscriber to the person asserting the claim from which such case damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting conformity with information furnished by any such loss, claim, damage or liability purchased the securities concerned, to the extent that any Subscriber in writing specifically for use in such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue registration statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)prospectus.

Indemnification and Contribution. (ai) The In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to this paragraph 4, the Company agrees to will indemnify and hold harmless each Holder seller of Transfer such Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officersStock thereunder, and employees and each other person, if any, who controls any such Holder seller within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Restricted Stock was registered under the Shelf Registration StatementSecurities Act pursuant to this paragraph 4, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party seller and each such controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurred; action, provided, however, that: (i) that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission (A) so made in conformity with information furnished by any Shelf Registration Statementsuch seller or any such controlling person in writing specifically for use in such registration statement or prospectus, or in any Prospectus, the indemnity agreement (B) contained in this Section 5(a) shall not inure a preliminary prospectus and subsequently corrected in a final or amended prospectus copies of which were delivered to the benefit of the Holder any such seller or any such controlling person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of on a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)timely basis.

Indemnification and Contribution. (a) The Company agrees Each Offeror agrees, -------------------------------- jointly and severally, to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees Underwriter and each person, if any, person who controls any such Holder Underwriter within the meaning of either Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the Securities Act Act, the Securities Exchange Act, or otherwiseany other statute or common law and to reimburse each such Underwriter and controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in connection with investigating or defending any such losses, claims, damages, or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities liabilities, expenses or actions arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration StatementStatement or the Prospectus, or in either such document as amended or supplemented (if any Prospectusamendments or supplements thereto shall have been furnished), or any amendment thereof or supplement theretoPreliminary Prospectus (if and when used prior to the effective date of the Registration Statement), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; provided that the foregoing agreement, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim insofar as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect it relates to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Preliminary Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of any Underwriter (or to the Holder or benefit of any person who controls the Holder within the meaning such Underwriter) on account of either the Securities Act any losses, claims, damages or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability liabilities arising out of the Holders occurs under sale of any of the circumstance where Capital Securities by such Underwriter to any person if it shall have been be established that: (w) the Company had previously furnished copies that a copy of the Prospectus, and excluding any documents incorporated by reference (as supplemented or amended, if Dominion shall have made any supplements or amendments and supplements thereto, which have been furnished to the Holder; (x) delivery of the ProspectusRepresentatives), and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was shall not have been sent or given by or on behalf of such Underwriter to such person, person at or prior to the written confirmation of the sale of such securities to such personperson in any case where such delivery is required by the Securities Act and the Offerors satisfied their obligations pursuant to Section 5(a) hereof, a copy of if the misstatement or omission leading to such amendments loss, claim, damage or supplements liability was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or supplemented, and such correction would have cured the defect giving rise to such loss, claim, damage, or liability; and provided further, however, that the Prospectus. This indemnity agreement will be contained in addition to any liability that the Company may otherwise have. This indemnity agreement will this Section 8(a) shall not apply to any losssuch losses, damageclaims, expensedamages, liability liabilities, expenses or claim actions arising from an offer out of or salebased upon any such untrue statement or alleged untrue statement, occurring during a Suspension Periodor any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished herein or otherwise in writing to Offerors by or on behalf of Transfer Restricted Securities by a Notice Holder who has previously received notice from any Underwriter for use in the Company Registration Statement or any amendment thereto, in the Prospectus or any supplement thereto, or in any Preliminary Prospectus. The indemnity agreement of the commencement Offerors contained in this Section 8(a) and the representations and warranties of the Suspension Period pursuant to Offerors contained in Section 3(c)(vi)1 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any such controlling person, and shall survive the delivery of the Capital Securities.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Remarketing Agent against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Remarketing Agent may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, General Disclosure Package or in any Prospectus, the Prospectus (or any amendment thereof or supplement thereto, ) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading or (ii) in the light event any Remarketing Agent is named as a defendant in any proceeding relating to the remarketing of the circumstances under which they were madeNotes, not misleading, except to the extent finally judicially determined to be due to its gross negligence or willful misconduct; and will reimburse each such party Remarketing Agent for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of material fact made any Remarketing Agent, specifically for use in any Shelf the preparation thereof; provided, further, that the foregoing indemnity agreement with respect to the Registration Statement, General Disclosure Package or in any Prospectus, the indemnity agreement contained in this Section 5(a) Prospectus shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act Remarketing Agent from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling such Remarketing Agent where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the time when sales of the Notes are first made (the “Time of Sale”) the Company shall have notified such Remarketing Agent that the Registration Statement, General Disclosure Package or Prospectus contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Registration Statement, General Disclosure Package, Prospectus or, where permitted by law, an Issuer Free Writing Prospectus and such corrected Registration Statement, General Disclosure Package, Prospectus or Issuer Free Writing Prospectus was provided to such Remarketing Agent far enough in advance of the Time of Sale so that such corrected Registration Statement, General Disclosure Package, Prospectus or Issuer Free Writing Prospectus could have been provided to such person prior to the Time of Sale, (iii) the Remarketing Agent did not send or give such corrected Registration Statement, General Disclosure Package, Prospectus or Issuer Free Writing Prospectus to such person at or prior to the Time of Sale of the Securities to such person, and (iv) such loss, claim, damage or liability purchased would not have occurred had the securities concernedRemarketing Agent delivered the corrected Registration Statement, to the extent that any such lossGeneral Disclosure Package, claim, damage Prospectus or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made Issuer Free Writing Prospectus to such person; person as provided for in clause (yiii) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)above.

Indemnification and Contribution. (a) The Company Mexico agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingyou, without limitation, each Initial Purchaser), its the directors, officers, and employees and agents of each person, if any, of you and each person who controls any such Holder each of you within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which you, they or any of you or them may become subject, subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, any preliminary prospectus, or in any the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such indemnified party for any legal or other expenses expenses, as incurred, reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: that (i) the Company shall Mexico will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any untrue statement preliminary prospectus or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) Prospectus shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act indemnified party from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the extent that any such loss, claim, damage Prospectus) at or liability prior to the confirmation of the Holders occurs under the circumstance sale of such Notes to such person in any case where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) such delivery of the Prospectus, and any amendment or supplements thereto, was is required by the Securities Act to be made to such person; (y) and the untrue statement or omission of a material fact contained in the such preliminary prospectus or Prospectus was corrected in amendments the Prospectus (or supplements thereto; and (z) there was not sent an amendment or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements supplement to the Prospectus). This indemnity agreement will be in addition to any liability that the Company which Mexico may otherwise have. This indemnity agreement will not apply Mexico further agrees to indemnify and hold harmless each Agent against any loss, damage, expense, liability requirement under the laws of Mexico to pay any stamp or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company similar taxes in connection with any issuance of the commencement of the Suspension Period pursuant Notes to Section 3(c)(vi)such Agent by Mexico.

Indemnification and Contribution. (a) The Company agrees and each of the Selling Shareholders, severally and not jointly, agree to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingUnderwriter, without limitation, each Initial Purchaser), its directors, officers, and employees and each person, if any, who controls any such Holder Underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon an any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, any Preliminary Prospectus, the Effective Prospectus or in any Final Prospectus, or any amendment thereof or supplement thereto, or in any Blue Sky application or other written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (a "Blue Sky Application") or arise out of or are based upon the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or Final Prospectus or any amendment or supplement thereto or any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each Underwriter and each such party controlling person for any legal or other expenses reasonably incurred by such party Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall and the Selling Shareholders will not be liable in any such case to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon Holder Information; and (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the alleged untrue statement or omission of a material fact contained or alleged omission made in the Registration Statement, the Preliminary Prospectus, the Effective Prospectus was corrected or Final Prospectus or such amendment or such supplement or any Blue Sky Application in amendments or supplements thereto; reliance upon and (z) there was not sent or given to such person, at or prior in conformity with written information furnished to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to Company by any liability Underwriter specifically for use therein (it being understood that the Company may otherwise have. This indemnity agreement will not apply to only information so provided by the Underwriters is the information included in the last paragraph on the cover page and in the first, third and fourth paragraphs under the caption "Underwriting" in any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from Preliminary Prospectus and the Company of Final Prospectus and the commencement of the Suspension Period pursuant to Section 3(c)(viEffective Prospectus).

Indemnification and Contribution. (a) The Company agrees to To the extent permitted by law, Buyer will indemnify and hold harmless each Holder the Sellers, officers and directors of Transfer Restricted the Company, the partners of Peninsula and any underwriter (as defined in the Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees Act) and each person, if any, who controls any of them or such Holder underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them they may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, or expressly incorporated by reference in any Prospectussuch registration statement, including any preliminary prospectus or final prospectus contained therein or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse the Sellers, the officers and directors of the Company, Peninsula and each such party underwriter or controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (ithat the indemnity agreement contained in this Section 9.5(a) the Company shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), nor shall the Buyer be liable in any such case to the extent that for any such loss, claim, damage damage, liability or liability action to the extent that it arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in connection with such registration statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by Sellers or by any Shelf Registration Statementsuch underwriter selected by Seller, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any controlling such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)underwriter.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser)the Underwriter, its directorsaffiliates, officersdirectors and officers and employees, and employees and each person, if any, who controls any such Holder the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, from and against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, liabilities to which any of them the Underwriter or such person may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, the Time of Sale Disclosure Package, the Prospectus, or any amendment thereof or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus), or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each such party the Underwriter for any documented legal or other expenses reasonably incurred by such party it in connection with evaluating, investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, or in any Prospectusthe Time of Sale Disclosure Package, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and or any amendment or supplements supplement thereto, was required or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained Underwriter specifically for use in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)preparation thereof.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees Agent and each person, if any, who controls any such Holder Agent within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Agent or such controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration StatementStatement or the Prospectus, or in any Prospectusamendment or supplement thereto, or any amendment thereof or supplement theretopreliminary prospectus relating to the Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and will, and will as such expenses are incurred, reimburse each Agent and each such party controlling person for any legal or other expenses reasonably incurred by such party Agent or such controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable to an Agent or person controlling such Agent in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Informationan untrue statement or alleged untrue statement or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company by such Agent through the Lead Agent specifically for use therein; and (ii) provided further, that with respect to any untrue statement or omission of material fact or alleged untrue statement or omission made in any Shelf Registration Statement, or in any Prospectuspreliminary prospectus relating to the Securities, the indemnity agreement contained in this Section 5(asubsection (a) shall not inure to the benefit of any Agent (or to the Holder or benefit of any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act controlling such Agent) from whom the person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the securities Securities concerned, to the extent extant that any such loss, claim, damage or liability of such Agent or such controlling person results from the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies fact that a copy of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, any person at or prior to the written confirmation of the sale of such securities Securities to such person, person (provided that such Prospectus did not contain any such untrue statement or omission or alleged untrue statement or omission and such Prospectus was delivered to such Agent by the Company on a timely basis enabling such Agent so to send or give a copy of such amendments or supplements to the ProspectusProspectus in accordance with such Agent’s customary procedures). This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi).

Indemnification and Contribution. (a) The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless each Holder the seller of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitationsuch Registrable Shares, each Initial Purchaser), its directors, officersunderwriter of such Registrable Shares, and employees and each other person, if any, who controls any such Holder seller or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Shelf Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or in any Prospectus, or any amendment thereof or supplement theretoto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; and the Company will reimburse such seller, underwriter and each such party controlling person for any legal or any other expenses reasonably incurred incurred, as such expenses are incurred, by such party seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any untrue statement or omission of material fact made in any Shelf such Registration Statement, preliminary prospectus or final prospectus, or any such amendment or supplement, in any Prospectus, the indemnity agreement contained reliance upon and in this Section 5(a) shall not inure conformity with information furnished to the benefit Company, in writing, by or on behalf of the Holder such seller, underwriter or any controlling person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained specifically for use in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)preparation thereof.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees Agent and each person, if any, who controls any such Holder Agent within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Agent or such controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, Statement or the Prospectus (or in any Prospectus, or any amendment thereof or supplement thereto), any applicable Free Writing Prospectus or any applicable Time of Sale Information relating to the Program Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and will, and will as such expenses are incurred, reimburse each Agent and each such party controlling person for any legal or other expenses reasonably incurred by such party Agent or such controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable to an Agent or person controlling such Agent in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Informationan untrue statement or alleged untrue statement or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company by such Agent specifically for use therein; and (ii) provided further, that with respect to any untrue statement or omission of material fact or alleged untrue statement or omission made in any Shelf Registration Statement, or in any ProspectusTime of Sale Information relating to the Program Securities, the indemnity agreement contained in this Section 5(asubsection (a) shall not inure to the benefit of any Agent (or to the Holder or benefit of any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act controlling such Agent) from whom the person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the securities concernedapplicable Program Securities, to the extent that any such loss, claim, damage or liability of such Agent or such controlling person results from the Holders occurs under the circumstance where it shall have been established that: fact that a copy of any subsequent Time of Sale Information (w) the Company had previously furnished copies of the Prospectus, and which did not contain any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus or alleged untrue statement or omission) was corrected in amendments or supplements thereto; and (z) there was not sent or given delivered to such personAgent by the Company on a timely basis enabling such Agent so to send, at give or prior to the written confirmation of the sale of such securities to such person, make available a copy of such amendments or supplements to the Prospectussubsequent Time of Sale Information in accordance with such Agent’s customary procedures. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi).

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees the Standby Purchasers and each personother Person who participated in the offering of any Securities hereunder and each other Person, if any, who controls any either Standby Purchaser or such Holder participating Person within the meaning of either the Securities Act or (all such Persons being hereinafter referred to, collectively, as the Exchange Act (collectively referred to for purposes of this Section 5 as a “HolderStandby Indemnified Persons”) ), against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them the Standby Indemnified Persons may become subjectsubject as a result of (i) any breach by the Company of any of its representations or warranties contained herein or in any certificate delivered hereunder or (ii) this Agreement or the performance of the transactions contemplated hereby, including under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or (A) any alleged untrue statement of a any material fact contained in contained, on the Shelf Registration Statementeffective date thereof, or in any Prospectusregistration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or (B) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will shall reimburse each such party Standby Indemnified Person for any reasonable legal or any other expenses reasonably incurred by such party Standby Indemnified Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to any Standby Indemnified Person to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any actual or alleged untrue statement or actual or alleged omission of material fact made in any Shelf Registration Statementsuch registration statement, preliminary prospectus, prospectus or amendment or supplement in any Prospectus, the indemnity agreement contained reliance upon and in this Section 5(a) shall not inure conformity with written information furnished to the benefit Company by such Standby Indemnified Person specifically for use therein. Such indemnity shall remain in full force and effect regardless of the Holder any investigation made by or any person who controls the Holder within the meaning on behalf of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the ProspectusStandby Indemnified Person, and any amendments and supplements thereto, to shall survive the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale transfer of such securities to Securities or New Shares by such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)Standby Indemnified Person.

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement, the Company agrees to will indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitationand pay and reimburse, each Initial Purchaser), its directors, officersInvestor selling such Registrable Securities thereunder, and employees and each other person, if any, who controls any such Holder Investor within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Investor or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, registration statement under which such Registrable Securities were registered under the Securities Act pursuant hereto or in any Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or any violation or alleged violation of the Securities Act or any state securities or blue sky laws and will reimburse each such party Investor and controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon Holder Information; and (ii) with respect to any the Company's reliance on an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in conformity with information furnished by any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder such Investor or any such controlling person who controls (whether or not the Holder within the meaning of either the Securities Act Investor or the Exchange Act from whom the controlling person asserting any such loss, claim, damage or liability purchased the securities concerned, to claims for indemnification) in writing specifically for use in the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue registration statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)prospectus.

Indemnification and Contribution. (a) The In the case of each offering of Registrable Securities made pursuant to this ARTICLE III, the Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered harmless, to the extent permitted by any Shelf Registration Statement (including, without limitationlaw, each Initial Purchaser)Selling Holder, its directors, officers, and employees each underwriter of Registrable Securities so offered and each personPerson, if any, who controls any such Holder of the foregoing Persons within the meaning of either the Securities Act or and the Exchange Act (collectively referred to for purposes officers, directors, members, partners, stockholders, Affiliates, employees, accountants, advisors and agents of this Section 5 as a “Holder”) each of the foregoing, against any and all losses, claimsliabilities, damages or liabilitiescosts (including reasonable expenses of investigation and reasonable attorney’s fees and disbursements), claims and damages, joint or several, or actions in respect thereof, to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, claimsliabilities, damagescosts, liabilities claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) that arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, registration statement (or in any Prospectuspreliminary or final prospectus included therein or issuer free writing prospectus related thereto) or in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities, or any amendment thereof or supplement thereto, or arise out of in any document incorporated by reference therein, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall not be liable to any Person in any such case to the extent that any such loss, claimliability, cost, claim or damage or liability arises out of or is based upon Holder Information; and (ii) with respect relates to any untrue statement or alleged untrue statement, or any omission, if such statement or omission of material fact shall have been made in any Shelf Registration Statement, reliance upon and in conformity with information furnished to the Company in writing by or on behalf of such Person specifically for use in such registration statement (or in any Prospectuspreliminary or final prospectus included therein or issuer free writing prospectus related thereto), the offering memorandum or other offering document, or any amendment thereof or supplement thereto. Such indemnity agreement contained shall remain in this Section 5(a) shall not inure to the benefit full force and effect regardless of the any investigation made by or on behalf of any Selling Holder or any person who controls other holder and shall survive the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale transfer of such securities to such person, a copy of such amendments or supplements to the Prospectussecurities. This The foregoing indemnity agreement will be is in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply have to any losseach Selling Holder, damage, expense, liability or claim arising from an offer other holder or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company underwriter of the commencement Registrable Securities or any controlling person of the Suspension Period pursuant to Section 3(c)(vi)foregoing and the officers, directors, members, partners, stockholders, Affiliates, employees, accountants, advisors and agents of each of the foregoing.

Indemnification and Contribution. (a) The Company agrees Subject to the Priority of Payments set forth in Section 11.1 of the Indenture, the Co-Issuers shall indemnify and hold harmless the Placement Agent and each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingits affiliates, without limitation, each Initial Purchaser), its directorstheir respective partners, officers, directors, agents and employees and each person, if any, person who controls the Placement Agent or any such Holder of its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of this Section 5 as each, a “HolderPlacement Agent Indemnified Person”) ), to the full extent lawful, from and against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, or actions in respect thereofas the same are incurred, to which any of them the Placement Agent Indemnified Person may become subject, under the Securities Act or otherwise, subject insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) (1) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any Prospectus, Offering Materials or any amendment thereof or supplement thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein in the Offering Materials a material fact necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, other than the Placement Agent Information or (2) are based upon a breach by either of the Co-Issuers of any of its representations, warranties or agreements contained in this Agreement, and will shall periodically reimburse each such party the Placement Agent for any and all legal or other expenses reasonably incurred by such party the Placement Agent and each other Placement Agent Indemnified Person in connection with investigating or defending defending, settling, compromising or paying any such action losses, claims, damages, liabilities, expenses or claim actions as such expenses are incurred; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) foregoing indemnity with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(aor any statement omitted from the Offering Memorandum (as the same may be amended or supplemented) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any Placement Agent, if (x) such loss, liability, claim, damage or liability purchased expense resulted from the securities concerned, fact that the Placement Agent sold or placed Notes to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, a Person to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) whom there was not sent or given to such persongiven, at or prior to the written confirmation of such sale or placement, as the sale of such securities to such personcase may be, a copy of such amendments the Offering Memorandum, as then amended or supplements supplemented, (y) the Issuer shall have previously and timely furnished sufficient copies of the Offering Memorandum, as so amended or supplemented, to the Prospectus. This indemnity agreement will be Placement Agent in addition to any liability that accordance with this Agreement and (z) the Company may otherwise have. This indemnity agreement will not apply to any lossOffering Memorandum, damageas so amended or supplemented, expense, liability would have corrected such untrue statement or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)omission.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingUnderwriter, without limitation, each Initial Purchaser), its the directors, officers, and employees and agents of each person, if any, Underwriter and each person who controls any such Holder Underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any the Prospectus, or any amendment thereof or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will agrees to reimburse each such party indemnified party, as incurred, for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Informationany such untrue statement or alleged untrue statement or omission or alleged omission in any of such documents, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriters specifically for inclusion therein; and (ii) provided further, that with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, preliminary prospectus or in any Prospectuspreliminary prospectus supplement, the indemnity agreement contained in this Section 5(a6(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act Underwriter from whom the person asserting any such loss, claim, damage or liability purchased the securities Securities concerned, to the extent that any such loss, claim, damage or liability of the Holders such Underwriter occurs under the circumstance where it shall have been established that: determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, Prospectus to the Holder; Underwriters, (x) delivery of the Prospectus, and any amendment or supplements thereto, Prospectus was required by the Securities Act to be made to such person; , (y) the untrue statement or omission of a material fact contained in the Prospectus preliminary prospectus was corrected in amendments or supplements thereto; the Prospectus and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities Securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi).

Indemnification and Contribution. (a) The In the event of any registration of any of the Shares hereunder, the Company agrees will enter into customary indemnification arrangements to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitationthe Selling Holders, each Initial Purchaser), its of their respective directors, officers, employees, advisors and employees agents, each Person who participates as an underwriter in the offering or sale of such securities, each director, officer, employee, advisor and agent of each underwriter and each personPerson, if any, who controls each such Selling Holder or any such Holder underwriter within the meaning of either the Securities Act or (collectively, the Exchange Act (collectively referred to for purposes of this Section 5 as a “HolderHolder Covered Persons”) against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, or actions in respect thereof, to which any of them such Person may become subject, be subject under the Securities Act or otherwise, otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any related registration statement filed under the Shelf Registration StatementSecurities Act, any preliminary prospectus or in any Prospectusfinal prospectus included therein, or any amendment thereof or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus, in the light of the circumstances under which they were made, not misleading), and the Company will reimburse each such party Holder Covered Person, as incurred, for any legal or any other expenses reasonably incurred by such party Holder Covered Person in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company after the Separation Date by such Selling Holder Informationor such underwriter specifically for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder Covered Person and shall survive the transfer of such securities by the Selling Holders. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (a) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 6, then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Shares offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and the other Selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (i) no such Holder will be required to contribute any amount in excess of the net amount of proceeds of all such Shares offered and sold by such Holder pursuant to such registration statement and (ii) with respect to any untrue statement no person or omission entity guilty of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder fraudulent misrepresentation (within the meaning of either Section 11(f) of the Securities Act Act) will be entitled to contribution from any person or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there entity who was not sent or given to such person, at or prior to the written confirmation of the sale guilty of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)fraudulent misrepresentation.

Indemnification and Contribution. (a) The Company agrees to Partnership shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingUnderwriter, without limitation, each Initial Purchaser), its the directors, officers, employees and employees agents of each Underwriter, affiliates of any Underwriter who have participated in the distribution of securities as underwriters, and each person, if any, who controls any such Holder Underwriter within the meaning of either Section 15 of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Units), to which any of them that Underwriter, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, the Basic Prospectus, the Pricing Disclosure Package or the Prospectus or in any Prospectus, or any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will shall reimburse each Underwriter and each such party director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by such party that Underwriter, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company Partnership shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; and (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package or the Prospectus, or in any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Partnership through the Underwriters by or on behalf of any Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 9(e). The foregoing indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be is in addition to any liability that which the Company Partnership may otherwise have. This indemnity agreement will not apply have to any lossUnderwriter or to any director, damageofficer, expense, liability employee or claim arising from an offer or sale, occurring during a Suspension Period, controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)that Underwriter.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitationUnderwriter, each Initial Purchaser), of its directors, officers, officers and employees directors and affiliates and each person, if any, who controls any such Holder Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Securities Act or the and Exchange Act of 1934, as amended (collectively referred to for purposes of this Section 5 as a “Holder”) the "Exchange Act"), against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Shelf Registration Statement, Statement or in any the Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will promptly reimburse each such party Underwriter for any legal or other expenses reasonably incurred by such party Underwriter in connection with investigating investigating, preparing to defend or defending defending, or appearing as a third- party witness in connection with, any such action or claim as such expenses are incurredclaim; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Informationan untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriters through you expressly for use therein; and (ii) provided, further, that the foregoing indemnity agreement with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) Preliminary Prospectus shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act Underwriter from whom the person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the securities concernedSecurities, to the extent that or any person controlling such lossUnderwriter, claim, damage or liability if a copy of the Holders occurs under Prospectus (as then amended or supplemented if the circumstance where it Company shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such securities the Securities to such person, a copy of and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such amendments losses, claims, damages or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)liabilities.

Indemnification and Contribution. (a) The To the extent permitted by law, the Company agrees to will indemnify and hold harmless each selling Holder, any investment banking firm acting as an underwriter for the selling Holder, any broker/dealer acting on behalf of any selling Holder and each officer and director of Transfer Restricted Securities covered by any Shelf Registration Statement (includingsuch selling Holder, without limitationsuch underwriter, each Initial Purchaser), its directors, officers, and employees such broker/dealer and each person, if any, who controls any such Holder selling Holder, underwriter or broker/dealer within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them they may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any Prospectus, amendments or supplements to the Registration Statement or any amendment thereof such preliminary prospectus or supplement theretofinal prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, therein not misleading in the light of the circumstances under in which they were are made, not misleading, ; and will reimburse each such party selling Holder, such underwriter, broker/dealer or such officer, director or controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the liability of the Company to each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement, provided, further that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, damage, liability or action to the extent that any such loss, claim, damage or liability it arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf connection with the Registration Statement, any preliminary prospectus or final prospectus relating thereto or any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished expressly for use in connection with the Registration Statement or any Prospectussuch preliminary prospectus or final prospectus by the selling Holder, the indemnity agreement contained in this any underwriter for them or controlling person with respect to them. This Section 5(a8(a) shall not inure to the benefit of the any selling Holder or with respect to any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring action as a result of a selling Holder selling Registrable Securities during a Suspension Period, Period (as defined in Section 10 hereof) or selling in violation of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company Section 5(c) of the commencement of the Suspension Period pursuant to Section 3(c)(vi)Securities Act.

Indemnification and Contribution. (a) The Company agrees to and each of the Guarantors shall jointly and severally indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its affiliates, directors, officers, officers and employees and each person, if any, who controls any such Holder Initial Purchaser within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities), to which any of them that Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, subject insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Shelf Registration StatementPreliminary Offering Memorandum, the Disclosure Package, any Issuer Written Communication or the Offering Memorandum or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a in any of the Preliminary Offering Memorandum, the Disclosure Package, any Issuer Written Communication or the Offering Memorandum, or in any amendment or supplement thereto, any material fact necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, or (iii) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and will that is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that neither the Company nor any Guarantor shall be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct), and shall reimburse each Initial Purchaser and each such party affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by such party that Initial Purchaser, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that neither the Company nor any Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; and (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in the Preliminary Offering Memorandum, the Disclosure Package, any Shelf Registration StatementIssuer Written Communication or the Offering Memorandum, or in any Prospectussuch amendment or supplement, in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to the Company through the Representative by or on behalf of such Initial Purchaser specifically for inclusion therein which information consists solely of the information specified in Section 7(e). The foregoing indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be is in addition to any liability that the Company or any of the Guarantors may otherwise have. This indemnity agreement will not apply have to any lossInitial Purchaser or to any affiliate, damagedirector, expenseofficer, liability employee or claim arising from an offer or sale, occurring during a Suspension Period, controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)that Initial Purchaser.

Indemnification and Contribution. (a) The Company agrees to Issuer shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingHolder, without limitationsuch Holder’s officers, each Initial Purchaser), its directors, officers, partners and employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a each, an “Indemnified Holder”) ), from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which any of them such Indemnified Holder may become subject, under the Securities Act or otherwise, insofar as any such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, Statement or in any Prospectus, Prospectus or any amendment thereof or supplement thereto, thereto or arise out of or are based upon (ii) the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will shall reimburse each such party Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by such party Indemnified Holder in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company Issuer shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; and (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any the Shelf Registration StatementStatement or Prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder; provided, or in any Prospectusfurther, that the indemnity agreement contained in this Section 5(a) Issuer shall not inure to the benefit of the Holder or be liable for any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, liability, claim, damage or liability purchased the securities concerned, expense to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of arises from a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, Transfer Restricted Securities occurring during a Suspension Period, of Transfer Restricted Securities by provided that Issuer shall have provided such Holder a Suspension Notice Holder who has previously received notice from the Company of the commencement of the with respect to such Suspension Period pursuant prior to Section 3(c)(vi)such sale.

Indemnification and Contribution. (a) The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless each Holder the seller of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitationsuch Registrable Shares, each Initial Purchaser), its directors, officersunderwriter of such Registrable Shares, and employees and each other person, if any, who controls any such Holder seller or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Shelf Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or in any Prospectus, or any amendment thereof or supplement theretoto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; and the Company will reimburse such seller, underwriter and each such party controlling person for any legal or any other expenses reasonably incurred by such party seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; providedPROVIDED, howeverHOWEVER, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any untrue statement or omission of material fact made in any Shelf such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in any Prospectus, the indemnity agreement contained reliance upon and in this Section 5(a) shall not inure conformity with information furnished to the benefit Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof. In the event of any registration of any of the Holder or any person Registrable Shares under the Securities Act pursuant to this Agreement, each seller of Registrable Shares, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Holder Company or any such underwriter within the meaning of either the Securities Act or the Exchange Act from whom the person asserting Act, against any such losslosses, claimclaims, damage damages or liability purchased the securities concernedliabilities, joint or several, to which the extent that any Company, such lossdirectors and officers, claim, damage underwriter or liability of the Holders occurs controlling person may become subject under the circumstance where it shall have been established that: Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (wor actions in respect thereof) the Company had previously furnished copies arise out of the Prospectus, and or are based upon any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Prospectus Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was corrected made in amendments reliance upon and in conformity with information furnished in writing to the Company by or supplements theretoon behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Stockholder hereunder shall be limited to an amount equal to the proceeds to such Stockholder of Registrable Shares sold as contemplated herein. Each party entitled to indemnification under this Section 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; PROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (zwhose approval shall not be unreasonably withheld); and, PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that the Indemnifying Party is adversely affected by such failure. The Indemnified Party may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 6 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the Company or the Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph of Section 6, in no case shall any one Stockholder be liable or responsible for any amount in excess of the net proceeds received by such Stockholder from the offering of Registrable Shares; PROVIDED, HOWEVER, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) there of the Securities Act) shall be entitled to contribution from any person who was not sent or given to such person, at or prior to the written confirmation of the sale guilty of such securities fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such personparty in respect of which a claim for contribution may be made against another party or parties under this Section, a copy of notify such amendments party or supplements parties from whom contribution may be sought, but the omission so to the Prospectusnotify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section. This indemnity agreement will No party shall be in addition liable for contribution with respect to any liability that the Company may otherwise have. This indemnity agreement will not apply to any lossaction, damagesuit, expense, liability proceeding or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)settled without its written consent.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser)the Underwriter, its directorsaffiliates, officersdirectors and officers and employees, and employees and each person, if any, who controls any such Holder the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, from and against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, liabilities to which any of them the Underwriter or such person may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430A, 430B or in any 430C, as applicable, of the Rules and Regulations, the Time of Sale Disclosure Package, the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each such party the Underwriter for any legal or other expenses reasonably incurred by such party it in connection with evaluating, investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable for any such losses, claims, damages, liabilities, expenses or actions in any such case to the extent that any such loss, claim, damage damage, liability, expense or liability action arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, or in any Prospectusthe Time of Sale Disclosure Package, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and or any amendment or supplements theretosupplement thereto or any Issuer Free Writing Prospectus, was required in reliance upon and in conformity with written information furnished to the Company by the Securities Act to be made to such person; (y) Underwriter or the untrue statement or omission of a material fact contained Selling Stockholder specifically for use in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such personpreparation thereof, at or prior to the written confirmation including any description of the sale of such securities to such person, a copy of such amendments or supplements to transaction provided by the Prospectus. This indemnity agreement will be Underwriter in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi).Schedule I.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, the Underwriter from and employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them the Underwriter may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such party the Underwriter for any legal or other expenses reasonably incurred by such party it in connection with investigating or defending any against such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any ProspectusMarketing Materials, the indemnity agreement contained in this Section 5(a) shall not inure reliance upon and in conformity with written information furnished to the benefit Company by you specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by you consists of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any information described as such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi6(f).

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 4.1 or 4.2 hereof, the Company agrees to will indemnify and hold harmless each Holder Investor, its directors and its officers (provided Investor is a seller of Transfer Restricted Registrable Securities covered by any Shelf Registration Statement (including, without limitationthereunder), each Initial Purchaser), its directors, officersunderwriter of such Registrable Securities thereunder, and employees and each other person, if any, who controls any such Holder Investor, its directors and its officers or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages damages, or liabilities, joint or several, or actions in respect thereof, to which any of them Investor, its directors and officers, such underwriter or such person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which any shares of Registrable Securities were registered under the Shelf Registration StatementSecurities Act pursuant to Section 4.1, 4.2, or in 4.3 hereof, any Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse Investor, its directors and officers, each such party underwriter and each such controlling person for any legal or other expenses reasonably incurred by such party any of them in connection with investigating or defending any such action loss, claim, damage, liability, or claim as such expenses are incurredaction; providedPROVIDED, howeverHOWEVER, that: (i) that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in any Shelf Registration Statementconformity with information furnished by an Investor, or its directors and its officers, such underwriter and such controlling person in any Prospectus, the indemnity agreement contained writing specifically for use in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue registration statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)prospectus.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitationRegistrable Securities, each Initial Purchaser)of its officers, its directors, officersmembers, managers and partners, and employees each person controlling such Holder, with respect to which such registration, qualification or compliance has been effected pursuant to Section 2, and each personunderwriter, if any, and each person who controls any underwriter of the Registrable Securities held by or issuable to such Holder within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) from and against any all claims, losses, claimsexpenses, damages or liabilities, joint or several, and liabilities (or actions in respect thereofthereto) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to which any such registration qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of them may become subject, any rule or regulation promulgated under the Securities Act or otherwiseany state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, insofar as qualification or compliance, and will reimburse each such lossesHolder, claimseach of its officers, damagesdirectors, liabilities members, managers and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or actions arise settling any such claim, loss, damage, liability or action; provided,however, that the indemnity agreement contained in this Section 2.6 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); and provided, further, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or are is based upon the Company’s reliance on an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, so made in the light of the circumstances under which they were made, not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred conformity with information furnished by such party in connection with investigating or defending any such action Holder, any such underwriter or claim as any such expenses are incurred; provided, however, that: (i) controlling person in writing specifically for use in such registration statement or prospectus and the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact made or alleged omission in any Shelf Registration Statementsuch registration statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure an amendment or supplement to the benefit registration statement and any such Holder, any such underwriter or any such controlling person thereafter fail to deliver or cause to be delivered such registration statement as so amended or supplemented prior to or concurrently with the sale of the Holder or any person who controls the Holder within the meaning of either the Registrable Securities Act or the Exchange Act from whom to the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage (or liability of the Holders occurs under the circumstance where it shall have been established that: (wactions in respect thereof) or expense after the Company had previously has furnished copies of the Prospectus, and any amendments and supplements thereto, to undersigned with the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)same.

Indemnification and Contribution. (a) The In the event of any registration of any Securities under the Securities Act pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees the Standby Purchasers and each personother Person who participated in the offering of such Securities and each other Person, if any, who controls any either Standby Purchaser or such Holder participating Person within the meaning of either the Securities Act or (all such Persons being hereinafter referred to, collectively, as the Exchange Act (collectively referred to for purposes of this Section 5 as a “HolderStandby Indemnified Persons”) ), against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them the Standby Indemnified Persons may become subject, subject (i) as a result of any breach by the Company of any of its representations or warranties contained herein or in any certificate delivered hereunder or (ii) under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or (A) any alleged untrue statement of a any material fact contained in contained, on the Shelf Registration Statementeffective date thereof, or in any Prospectusregistration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or (B) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will shall reimburse each such party Standby Indemnified Person for any reasonable legal or any other expenses reasonably incurred by such party Standby Indemnified Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to any Standby Indemnified Person to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any actual or alleged untrue statement or actual or alleged omission of material fact made in any Shelf Registration Statementsuch registration statement, preliminary prospectus, prospectus or amendment or supplement in any Prospectus, the indemnity agreement contained reliance upon and in this Section 5(a) shall not inure conformity with written information furnished to the benefit Company by such Standby Indemnified Person specifically for use therein. Such indemnity shall remain in full force and effect regardless of the Holder any investigation made by or any person who controls the Holder within the meaning on behalf of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the ProspectusStandby Indemnified Person, and any amendments and supplements thereto, to shall survive the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale transfer of such securities to Securities or New Shares by such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)Standby Indemnified Person.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser)Placement Agent, its directors, officers, employees, representatives and employees agents and each person, if any, who controls any such Holder Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (collectively referred to for purposes of this Section 5 as the "PLACEMENT AGENT INDEMNIFIED PARTIES" and each a “Holder”"PLACEMENT AGENT INDEMNIFIED PARTY") against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereof, to which any of them that Placement Agent Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Base Prospectus, the Registration Statement, Statement or the Prospectus Supplement or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light therein not misleading or (iii) any breach of the circumstances under which they were made, not misleadingrepresentations and warranties of the Company contained herein, and will shall reimburse each such party Placement Agent Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by such party that Placement Agent Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement in or omission of material fact made in any Shelf Registration Statement, or in any alleged omission from the Base Prospectus, the indemnity agreement contained Registration Statement or the Prospectus Supplement or any such amendment or supplement in this Section 5(a) shall not inure reliance upon and in conformity with written information furnished to the benefit of Company through the Holder or any person who controls Representative specifically for use therein, which information the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, parties hereto agree is limited to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: Placement Agents' Information (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained as defined in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the ProspectusSection 15). This indemnity agreement is not exclusive and will be in addition to any liability that liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise have. This indemnity agreement will not apply be available at law or in equity to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)each Placement Agent Indemnified Party.

Indemnification and Contribution. (a) The Company agrees to Issuer shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, officers and employees and each person, if any, who controls any such Holder Initial Purchaser within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which any of them that Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum, the Shelf Registration Statement, Offering Memorandum or in any Prospectus, or any amendment thereof or supplement thereto, thereto or arise out of or are based upon (ii) the omission or alleged omission to state therein a in any Preliminary Offering Memorandum, the Offering Memorandum or in any amendment or supplement thereto, any 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, misleading and will shall reimburse each Initial Purchaser and each such party director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by such party that Initial Purchaser, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: (i) the Company shall that Issuer will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Informationany such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information relating to an Initial Purchaser furnished to the Issuer in writing by or on behalf of such Initial Purchaser expressly for use therein; and provided, further, that the indemnification contained in this paragraph (iia) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) Preliminary Offering Memorandum shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning indemnified party on account of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage damage, liability or liability purchased action arising from the securities concerned, Exempt Resale by such party to the extent that any such loss, claim, damage or liability person if a copy of the Holders occurs under the circumstance where it Offering Memorandum shall not have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment delivered or supplements thereto, was required by the Securities Act to be made sent to such person; (y) person and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in the Prospectus Preliminary Offering Memorandum was corrected in amendments or supplements thereto; and (z) there was not sent or given to such personthe Offering Memorandum, at or prior provided, that the Issuer has delivered the Offering Memorandum to the written confirmation of the sale of Initial Purchasers in requisite quantity and on a timely basis to permit such securities to such person, a copy of such amendments or supplements to the Prospectusdelivery and sending. This The foregoing indemnity agreement will be is in addition to any liability that which the Company Issuer may otherwise have. This indemnity agreement will not apply have to any lossInitial Purchaser or to any director, damageofficer, expense, liability employee or claim arising from an offer or sale, occurring during a Suspension Period, controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)that Initial Purchaser.

Indemnification and Contribution. (a) The Company agrees In connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any participating Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell Exchange Securities, the Company, the Capital Trust and the Asset Trust shall, jointly and severally, indemnify and hold harmless each Holder of Transfer Restricted Securities covered by included within any such Shelf Registration Statement (includingand each participating Broker-Dealer or Initial Purchaser selling Exchange Securities, without limitation, each Initial Purchaser), its directors, officers, and employees and each person, if any, who controls any such Holder person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of this Section 5 as each, a “Holder”"Participant") from and against any lossesloss, claimsclaim, damages damage or liabilities, joint or severalliability, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities) to which any of them such Participant or controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf any such Registration Statement, Statement or any prospectus forming part thereof or in any Prospectus, or any amendment thereof or supplement thereto, thereto or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will shall reimburse each such party Participant promptly upon demand for any legal or other expenses reasonably incurred by such party Participant in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: that (i) the Company Company, the Capital Trust and the Asset Trust shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; and (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf such Registration Statement, Statement or any prospectus forming a part thereof or in any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company, the Capital Trust and the Asset Trust by or on behalf of such Participant specifically for inclusion therein; and provided further that (ii) as to any preliminary Prospectus, the indemnity agreement contained in this Section 5(a8(a) shall not inure to the benefit of the Holder any such Participant or any controlling person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting such Participant on account of any such loss, claim, damage damage, liability or liability purchased action arising from the securities concerned, to the extent that any such loss, claim, damage or liability sale of the Holders occurs under the circumstance where it shall have been established that: Exchange Securities to any person by that Participant if (wi) the Company had previously furnished copies that Participant failed to send or give a copy of the Prospectus, and any amendments and supplements theretoas the same may be amended or supplemented, to that person within the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was time required by the Securities Act to be made to such person; and (yii) the untrue statement or omission alleged untrue statement of a material fact contained or omission or alleged omission to state a material fact in the such preliminary Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus, unless, in each case, such failure resulted from non-compliance by the Company, the Capital Trust and the Asset Trust with Section 6(c). This The foregoing indemnity agreement will be is in addition to any liability that which the Company Company, the Capital Trust and the Asset Trust may otherwise have. This indemnity agreement will not apply have to any loss, damage, expense, liability Participant or claim arising from an offer or sale, occurring during a Suspension Period, to any controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)that Participant.

Indemnification and Contribution. (a) A. The Company agrees to will indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees Sales Agent and each person, if any, who controls any such Holder Sales Agent within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them Sales Agent or such controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any the Prospectus, or any amendment thereof or supplement thereto, or any Preliminary Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; and will reimburse Sales Agent and each such party controlling person for any legal or other expenses reasonably incurred by you or such party controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf Registration Statementof such documents in reliance upon and in conformity with written information furnished to the Company by Sales Agent specifically for use therein; and provided further, or in any Prospectus, that the indemnity agreement contained in this Section 5(a) 8.A. with respect to any Preliminary Prospectus shall not inure to the benefit of the Holder you (or of any person who controls controlling you) on account of any such losses, claims, damages, or liabilities (or actions in respect thereof), arising from the Holder within sale of any of the meaning Shares to any person if Sales Agent shall have failed to send or give to such person with or prior to the delivery to Sales Agent by such person of either a Subscription Application, a copy of the Securities Act Prospectus or the Exchange Act from whom Prospectus as amended or supplemented, if any amendments or supplements thereto shall have been furnished at or prior to the person asserting any time of receipt by Sales Agent of such loss, claim, damage or liability purchased the securities concernedperson's subscription application, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the results from an untrue statement or an omission of a material fact contained which was corrected in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent the Prospectus as amended or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectussupplemented. This indemnity agreement will be in addition to any liability that which the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi).

Indemnification and Contribution. (a) The Company Each of the Issuer and the Guarantors agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each the Initial Purchaser), its the directors, officers, and employees and agents of the Initial Purchaser and each person, if any, person who controls any such Holder the Initial Purchaser within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration StatementFinal Memorandum (or in any supplement or amendment thereto) or any information provided by the Issuer or any of the Guarantors to any holder or prospective purchaser of Securities pursuant to Section 5(h), or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact 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, and will agrees to reimburse each such party indemnified party, as incurred, for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall Issuer and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any such untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf Registration Statementthe Final Memorandum, or in any Prospectusamendment thereof or supplement thereto, the indemnity agreement contained in this Section 5(a) shall not inure reliance upon and in conformity with written information furnished to the benefit Issuer or any of the Holder Guarantors by or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability on behalf of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the ProspectusInitial Purchaser specifically for inclusion therein. This indemnity agreement will be in addition to any liability that which the Company Issuer and the Guarantors may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi).

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees Agent and each person, if any, who controls any such Holder Agent, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, from and against any and all losses, claims, damages and liabilities (including without limitation the reasonable legal fees and other expenses incurred in connection with investigating, preparing to defend or liabilitiesdefending any suit, joint action or several, proceeding or actions in respect thereof, to any claim asserted which any of them may become subject, under the Securities Act or otherwise, insofar shall be reimbursed as such losses, claims, damages, liabilities or actions arise legal fees and other expenses are incurred) arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any Prospectus, Statement or any amendment thereof or supplement the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or, in case of the Registration Statement or the Prospectus (as amended or supplemented), necessary to make the statements therein not misleading or, in the case of any preliminary prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim except insofar as such expenses are incurred; providedlosses, howeverclaims, that: (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage damages or liability arises liabilities arise out of or is are based upon Holder Information; and (ii) with respect to any untrue statement or omission of material fact or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company in writing by such Agent expressly for use therein; provided that the foregoing indemnity with respect to any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) preliminary prospectus shall not inure to the benefit of any Agent (or to the Holder or benefit of any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting controlling such Agent) for any such losslosses, claimclaims, damage damages or liability purchased liabilities (a) resulting solely from the securities concerned, Agent having sold Securities to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, a person to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) whom there was not sent or given given, if required by law, at or prior to the time of written confirmation of such sale, a copy of the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (b) if such losses, claims, damages or liabilities result from an untrue statement or omission or alleged untrue statement or omission made in such preliminary prospectus that is eliminated or remedied in the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) and, if required by law, a copy of the Prospectus (as so amended or supplemented) shall not have been furnished to such person, person at or prior to the written confirmation of the sale of such securities Securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi).

Indemnification and Contribution. (ai) The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Section 4.17, the Company agrees will, to the extent permitted by law, indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, directors and employees and each other person, if any, who controls any such Holder Purchaser within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Purchaser or such controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, any preliminary prospectus or in any Prospectusfinal prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were when made, not misleading, and will subject to the provisions of Section 4.17(c)(iii) reimburse such Purchaser and each such party controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable to such Purchaser or any such controlling person to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) such case Purchaser failed to send or deliver a copy of the final prospectus delivered by the Company to such Purchaser with or prior to the delivery of written confirmation of the sale by such Purchaser to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in conformity with information furnished by any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder Purchaser or any controlling person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in writing specifically for use in the Prospectus was corrected in amendments Registration Statement or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)prospectus.

Indemnification and Contribution. (a) The Company agrees In the event of any registration of any of the Shares hereunder, Propel will enter into customary indemnification arrangements to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitationthe Selling Holders, each Initial Purchaser), its directors, of their respective directors and officers, each Person who participates as an underwriter in the offering or sale of such securities, each officer and employees director of each underwriter, and each personPerson, if any, who controls each such Selling Holder or any such Holder underwriter within the meaning of either the Securities Act or (collectively, the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”"COVERED PERSONS") against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, or actions in respect thereof, to which any of them such Person may become subject, be subject under the Securities Act or otherwise, otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any related registration statement filed under the Shelf Registration StatementSecurities Act, any preliminary prospectus or in any Prospectusfinal prospectus included therein, or any amendment thereof or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and Propel will reimburse each such party Covered Person, as incurred, for any legal or any other expenses reasonably incurred by such party Covered Person in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; providedPROVIDED, howeverHOWEVER, that: (i) the Company that Propel shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Propel by such Selling Holder Informationor such underwriter specifically for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Covered Person and shall survive the transfer of such securities by the Selling Holders. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (a) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this SECTION 6, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this SECTION 6 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this SECTION 6; then, and in each such case, Propel and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Shares offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and Propel and other Selling Holders are responsible for the remaining portion; PROVIDED, HOWEVER, that, in any such case: (i) no such Holder will be required to contribute any amount in excess of the public offering price of all such Shares offered and sold by such Holder pursuant to such registration statement; and (ii) with respect to any untrue statement no person or omission entity guilty of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder fraudulent misrepresentation (within the meaning of either Section 11(f) of the Securities Act Act) will be entitled to contribution from any person or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there entity who was not sent or given to such person, at or prior to the written confirmation of the sale guilty of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)fraudulent misrepresentation.

Indemnification and Contribution. (a) The Company agrees In connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any participating Broker-Dealer or Initial Purchasers, as applicable, who seeks to sell Exchange Securities, each of the Issuing Parties, jointly and severally, shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by included within any such Shelf Registration Statement (includingand each participating Broker-Dealer or Initial Purchasers selling Exchange Securities, without limitation, each Initial Purchaser), its directors, officers, and employees and each person, if any, who controls any such Holder person within the meaning of either Section 15 of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as each, a “Holder”"Participant") ----------- from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities) to which any of them such Participant or controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf any such Registration Statement, Statement or any prospectus forming part thereof or in any Prospectus, or any amendment thereof or supplement thereto, thereto or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will shall reimburse each such party Participant promptly upon demand for any legal or other expenses reasonably incurred by such party Participant in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: that (i) the Company no Issuing Party shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; and (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf such Registration Statement, Statement or any prospectus forming part thereof or in any such amendment or supplement in reliance upon and in conformity with written information furnished to such Issuing Party by or on behalf of any Participant specifically for inclusion therein; and provided further that as to any preliminary Prospectus, the indemnity agreement contained in this Section 5(a8(a) shall not inure to the benefit of the Holder any such Participant or any controlling person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting such Participant on account of any such loss, claim, damage damage, liability or liability purchased action arising from the securities concerned, to the extent that any such loss, claim, damage or liability sale of the Holders occurs under the circumstance where it shall have been established that: Exchange Securities to any person by that Participant if (wi) the Company had previously furnished copies that Participant failed to send or give a copy of the Prospectus, and any amendments and supplements theretoas the same may be amended or supplemented, to that person within the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was time required by the Securities Act to be made to such person; and (yii) the untrue statement or omission alleged untrue statement of a material fact contained or omission or alleged omission to state a material fact in the such preliminary Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus, unless, in each case, such failure resulted from non- compliance by any Issuing Party with Section 6(c). This The foregoing indemnity agreement will be is in addition to any liability that the Company which any Issuing Party may otherwise have. This indemnity agreement will not apply have to any loss, damage, expense, liability Participant or claim arising from an offer or sale, occurring during a Suspension Period, to any controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)that Participant.

Indemnification and Contribution. a. To the fullest extent permitted by law, the Company will and hereby does (ai) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitationHolder, each Initial Purchaser)director, its directorsofficer, officerspartner, employee, affiliate, or agent of or for such Holder, any Underwriter (as defined in the Act) for such Holder, and employees and each personPerson, if any, who controls any such Holder or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages damages, costs or liabilities, joint or several, or actions in respect thereof, to which any of them they may become subject, under the Securities Act or otherwise, subject insofar as such losses, claims, damages, costs or liabilities (or actions in respect thereof) arise out of of, are caused by, or are based upon an on any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement filed with the Shelf Registration StatementCommission, including any preliminary prospectus or in any Prospectus, final prospectus contained therein or any amendment thereof amendments or supplement supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were it was made, not misleadingor arise out of any violation by the Company of any securities law, rule or regulation applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and (ii) will reimburse each such party Person or entity for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, costs, liability, or claim as such expenses are incurredaction; provided, however, that: (ithat the indemnity agreement contained in this Section 11(a) the Company shall not be liable apply to amounts paid in any such case to the extent that settlement of any such loss, claim, damage damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned) nor shall the Company be liable to a Holder, underwriter or controlling person in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or an alleged untrue statement or omission of material fact or alleged omission made in connection with any Shelf such Registration Statement, preliminary prospectus, final prospectus, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required in reliance upon and in conformity with information furnished in writing expressly for use in connection with such registration by the Securities Act to be made to or on behalf of any such person; (y) the untrue statement Holder or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale controlling person of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)Holder.

Indemnification and Contribution. (a) The Company DPL agrees to indemnify and -------------------------------- hold harmless each Holder of Transfer Restricted the Registrable Securities covered by or Exchange Notes, any Shelf Registration Statement Participating Broker-Dealer (includingand its partners, without limitation, each Initial Purchaser), its directors, directors and officers, and employees ) and each person, if any, who controls any such Holder or such Participating Broker-Dealer (and its partners, directors and officers) within the meaning of either the Securities Act or the Exchange Act (collectively each Holder, any Participating Broker-Dealer and such controlling persons are referred to for purposes of this Section 5 collectively as a “Holder”the "INDEMNIFIED Parties") from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereofthereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Registrable Securities or Exchange Notes) to which any of them each such Indemnified Party may become subject, subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf a Registration Statement, Statement or Prospectus or in any Prospectus, or any amendment thereof or supplement theretothereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of of, or are based upon upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse shall reimburse, as incurred, each such party Indemnified Party for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurredin respect thereof; provided, however, that: that (i) the Company DPL shall not be liable to a Holder in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder Information; and furnished to DPL by or on behalf of such Holder expressly for inclusion therein and (ii) with respect to any untrue statement or omission of material fact or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(asubsection (a) shall not inure to the benefit of the any Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act Participating Broker-Dealer from whom the person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the securities Registrable Securities or Exchange Notes concerned, to the extent that a prospectus relating to such Registrable Securities or Exchange Notes was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) that there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities Registrable Securities or Exchange Notes to such person, a copy of the final prospectus if DPL had previously furnished copies thereof to such amendments Holder or supplements to the Prospectus. This Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability that the Company which DPL may otherwise havehave to such Indemnified Party. This indemnity agreement will not apply to any lossDPL shall also indemnify underwriters, damagetheir partners, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder officers and directors and each person who has previously received notice from controls such underwriters within the Company meaning of the commencement Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Suspension Period pursuant to Section 3(c)(vi)Holders of the Registrable Securities or Exchange Notes if requested by such Holders.

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Shares or Comcast Shares under the Securities Act pursuant to Sections 1.3, 1.4 or 1.5, the Company agrees to will indemnify and hold harmless each Holder seller of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitationsuch Registrable Shares or Comcast Shares thereunder, each Initial Purchaser), its directors, officers, and employees underwriter of such Registrable Shares or Comcast Shares thereunder and each other person, if any, who controls any such Holder seller or underwriter within the meaning of either Section 15 of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, from and against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such seller, underwriter or controlling person may become subject, subject under the Securities Act or under any other statute or at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Shares or Comcast Shares were registered under the Shelf Registration StatementSecurities Act pursuant to Sections 1.3, 1.4 or in 1.5, any Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light therein not misleading or any violations of the circumstances under which they were made, not misleadingapplicable law relating to such registration, and will reimburse pay the reasonable legal fees and other expenses of each such party for any legal or other expenses reasonably seller, each such underwriter and each such controlling person incurred by such party them in connection with investigating or defending any such action whether or claim not resulting in any liability insofar as such expenses are incurred; providedloss, howeverclaim, that: (i) damage, liability or action results from the foregoing, PROVIDED, HOWEVER, that the Company shall will not be liable to a seller in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in reliance upon and in conformity with information furnished in writing by any Shelf Registration Statementsuch seller, any such underwriter or any such controlling person specifically for use in such registration statement or prospectus; and, PROVIDED, FURTHER, HOWEVER, that the Company will not be liable to a holder in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, case to the extent that any such loss, claim, damage damage, liability or liability action arises out of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the is based upon an untrue or alleged untrue statement or omission or an alleged omission made in any preliminary prospectus or final prospectus if (1) such holder failed to send or deliver a copy of a material fact contained in the Prospectus was corrected in amendments final prospectus or supplements thereto; and (z) there was not sent or given to such person, at prospectus supplement with or prior to the delivery of written confirmation of the sale of the Registrable Shares or Comcast Shares, and (2) the final prospectus or prospectus supplement would have corrected such securities to such person, a copy of such amendments untrue statement or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)omission.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees Underwriter and each person, if any, who controls any such Holder Underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them such Underwriter or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon an (i) any inaccuracy in the representations and warranties of the Company contained herein, (ii) any failure of the Company to perform their obligations hereunder or under law or (iii) any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, any Preliminary Prospectus, the Effective Prospectus or in any Final Prospectus, or any amendment thereof or supplement thereto, any audio or visual materials supplied by the Company and used in connection with the marketing of the Shares, including without limitation, slides, videos, films and tape recordings, or in any Blue Sky application or other written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (a "Blue Sky Application"), or arise out of or are based upon the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or Final Prospectus or any amendment or supplement thereto or any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each Underwriter and each such party controlling person of each Underwriter upon demand for any legal or other expenses reasonably incurred by such party Underwriter or such controlling person of each Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred, whether or not such Underwriter or controlling person is a party to any action or proceeding; provided, however, that: (i) that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon Holder Information; and (iii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the alleged untrue statement or omission of a material fact contained or alleged omission made in the Registration Statement, the Preliminary Prospectus, the Effective Prospectus was corrected or Final Prospectus or such amendment or such supplement in amendments reliance upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein (it being understood that the only information so provided is the information included in the last paragraph on the cover page, the paragraph relating to stabilization practices on the inside front cover and in the first five paragraphs and the last paragraph under the caption "Underwriting" in any Preliminary Prospectus and the Final Prospectus and the Effective Prospectus) or supplements thereto; (ii) the failure of the Underwriters to deliver the Final Prospectus after the effective date, as required under Section 4(3) of the Securities Act and Rule 174 thereunder (z) there provided, that such failure to deliver was not sent or given the result of the failure of the Company to such person, at or prior timely supply sufficient quantities of the Final Prospectus to the written confirmation of Underwriters upon the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(viUnderwriter's reasonable request).

Indemnification and Contribution. (a) The In connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any Participating Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell New Senior Secured Notes, the Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by included within any such Shelf Registration Statement (includingand each participating Broker-Dealer or Initial Purchaser selling New Senior Secured Securities, without limitation, each Initial Purchaser), its directors, officers, and employees and each person, if any, who controls any such Holder person within the meaning of either Section 15 of the Securities Act or the Exchange Act Act, (collectively referred to for purposes of this Section 5 as each, a “Holder”"Participant") from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or actions any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Senior Secured Notes), to which any of them such Participant or controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arise action arises out of of, or are is based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf any such Registration Statement, Statement or any prospectus forming part thereof or in any Prospectus, or any amendment thereof or supplement thereto, thereto or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will shall reimburse each such party Participant promptly upon demand for any legal or other expenses reasonably incurred by such party Participant in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that: that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon Holder Information; and (ii) with respect to upon, any untrue statement or alleged untrue statement or omission of material fact or alleged omission made in any Shelf such Registration Statement, Statement or any prospectus forming part thereof or in any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Participant 15 15 specifically for inclusion therein; and provided further that as to any preliminary Prospectus, the indemnity agreement contained in this Section 5(a8(a) shall not inure to the benefit of the Holder any such Participant or any controlling person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting such Participant on account of any such loss, claim, damage damage, liability or liability purchased action arising from the securities concerned, to the extent that any such loss, claim, damage or liability sale of the Holders occurs under the circumstance where it shall have been established that: New Senior Secured Securities to any person by that Participant if (wi) the Company had previously furnished copies that Participant failed to send or give a copy of the Prospectus, and any amendments and supplements theretoas the same may be amended or supplemented, to that person within the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was time required by the Securities Act to be made to such person; and (yii) the untrue statement or omission alleged untrue statement of a material fact contained or omission or alleged omission to state a material fact in the such preliminary Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus, unless, in each case, such failure resulted from non-compliance by the Company with Section 6(c). This The foregoing indemnity agreement will be is in addition to any liability that which the Company may otherwise have. This indemnity agreement will not apply have to any loss, damage, expense, liability Participant or claim arising from an offer or sale, occurring during a Suspension Period, to any controlling person of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)that Participant.

Indemnification and Contribution. (ai) The In the event of any registration of any of the Shares under the Securities Act pursuant to this Section 9, the Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingSzmyx, without limitation, each Initial Purchaser), its directors, officers, and employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against xxainst any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them may Szmyx xxx become subject, subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or (1) any alleged untrue statement of a any material fact contained in contained, on the Shelf Registration Statementeffective date thereof, or in any ProspectusRegistration Statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or (2) any alleged omission to state therein 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, and will shall reimburse each such party for Szmyx xxx any legal or any other expenses reasonably incurred by such party in Szmyx xx connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any alleged untrue statement or alleged omission of material fact made in any Shelf such Registration Statement, preliminary prospectus, prospectus or amendment or supplement in any Prospectus, the indemnity agreement contained reliance upon and in this Section 5(a) shall not inure conformity with written information regarding Szmyx xx his stock furnished to the benefit Company by Szmyx xxxcifically for use therein or so furnished for such purposes by any underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Szmyx, xxd shall survive the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale transfer of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)Szmyx.

Indemnification and Contribution. (a) The Company agrees Each Offeror agrees, jointly and severally, to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), its directors, officers, and employees Underwriter and each person, if any, person who controls any such Holder Underwriter within the meaning of either Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which they or any of them may become subject, subject under the Securities Act Act, the Securities Exchange Act, or otherwiseany other statute or common law and to reimburse each such Underwriter and controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in connection with investigating or defending any such losses, claims, damages, or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities liabilities, expenses or actions arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration StatementStatement or the Prospectus, or in either such document as amended or supplemented (if any Prospectusamendments or supplements thereto shall have been furnished), or any amendment thereof or supplement theretopreliminary Prospectus (if and when used prior to the date hereof), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; provided that the foregoing agreement, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim insofar as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect it relates to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any preliminary Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of any Underwriter (or to the Holder or benefit of any person who controls the Holder within the meaning such Underwriter) on account of either the Securities Act any losses, claims, damages or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability liabilities arising out of the Holders occurs under sale of any of the circumstance where Trust Preferred Securities by such Underwriter to any person if it shall have been be established that: (w) the Company had previously furnished copies that a copy of the Prospectus, and excluding any documents incorporated by reference (as supplemented or amended, if the Company shall have made any supplements or amendments and supplements thereto, which have been furnished to the Holder; (x) delivery of the ProspectusRepresentatives), and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was shall not have been sent or given by or on behalf of such Underwriter to such person, person at or prior to the written confirmation of the sale of such securities to such personperson in any case where such delivery is required by the Securities Act and the Offerors satisfied their obligations pursuant to Section 5(a) hereof, a copy of if the misstatement or omission leading to such amendments loss, claim, damage or supplements liability was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or supplemented, and such correction would have cured the defect giving rise to such loss, claim, damage, or liability; and provided further, however, that the Prospectus. This indemnity agreement will be contained in addition to any liability that the Company may otherwise have. This indemnity agreement will this Section 8(a) shall not apply to any losssuch losses, damageclaims, expensedamages, liability liabilities, expenses or claim actions arising from an offer out of or salebased upon any such untrue statement or alleged untrue statement, occurring during a Suspension Periodor any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished herein or otherwise in writing to Offerors by or on behalf of Transfer Restricted Securities by a Notice Holder who has previously received notice from any Underwriter for use in the Company Registration Statement or any amendment thereto, in the Prospectus or any supplement thereto, or in any preliminary Prospectus. The indemnity agreement of the commencement Offerors contained in this Section 8(a) and the representations and warranties of the Suspension Period pursuant to Offerors contained in Section 3(c)(vi)1 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any such controlling person, and shall survive the delivery of the Trust Preferred Securities.

Indemnification and Contribution. (a) The In the event the Rights Offering is consummated, the Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (including, without limitation, each Initial Purchaser), the Standby Purchaser and its directorsAffiliates, officers, directors, members, managers, partners, agents, representatives, successors, assigns and employees and each personother Person, if any, who controls any such Holder the Standby Purchaser within the meaning of either the Securities Act or (all such Persons being hereinafter referred to, collectively, as the Exchange Act (collectively referred to for purposes of this Section 5 as a “HolderStandby Indemnified Persons”) ), against any losses, claims, damages or damages, liabilities, joint or several, or actions in respect thereof, expenses to which any of them the Standby Indemnified Persons may become subject, subject (i) as a result of any breach by the Company of any of its representations or warranties contained herein or in any certificate delivered hereunder or (ii) under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or any alleged untrue statement of a any material fact contained contained, on the effective date thereof, in the Shelf Registration Statement, each Issuer Free Writing Prospectus, the Prospectus or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or any alleged omission to state therein 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, and will shall reimburse each such party Standby Indemnified Person for any reasonable legal or any other expenses reasonably incurred by such party Standby Indemnified Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any untrue statement or omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, Standby Indemnified Person to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon (i) any actual or alleged untrue statement or actual or alleged omission made in the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Registration Statement, each Issuer Free Writing Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and Prospectus or in any amendment or supplements theretosupplement thereto or in reliance upon and in conformity with written information furnished to the Company by such Standby Indemnified Person specifically for use therein, was required (ii) the failure of the Standby Purchaser to perform any covenant and agreement contained in this Agreement, (iii) the inaccuracy of any representation or warranty made by the Securities Act to be made to such person; Standby Purchaser in this Agreement, or (yiv) the untrue statement gross negligence or omission willful misconduct of a material fact contained any Standby Indemnified Person. Such indemnity shall remain in the Prospectus was corrected in amendments full force and effect regardless of any investigation made by or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale on behalf of such securities to such personStandby Indemnified Person, a copy and shall survive the transfer of such amendments Securities or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities New Shares by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)such Standby Indemnified Person.

Indemnification and Contribution. (a) The In the event of any registration of any Securities under the Securities Act pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingthe Standby Purchasers, without limitation, each Initial Purchaser), its directors, officers, and employees the Additional Standby Purchaser and each personother Person (including each underwriter) who participated in the offering of such Securities and each other Person, if any, who controls any such Holder Standby Purchaser or Additional Standby Purchaser or such participating Person within the meaning of either the Securities Act or (all such Persons being hereinafter referred to, collectively, as the Exchange Act (collectively referred to for purposes of this Section 5 as a “HolderStandby Indemnified Persons”) ), against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them the Standby Indemnified Persons may become subject, subject (i) as a result of any breach by the Company of any of its representations or warranties contained herein or in any certificate delivered hereunder or (ii) under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or (A) any alleged untrue statement of a any material fact contained in contained, on the Shelf Registration Statementeffective date thereof, or in any Prospectusregistration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or (B) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will shall reimburse each such party Standby Indemnified Person for any reasonable legal or any other expenses reasonably incurred by such party Standby Indemnified Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall not be liable in any such case to any Standby Indemnified Person to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any actual or alleged untrue statement or actual or alleged omission of material fact made in any Shelf Registration Statementsuch registration statement, preliminary prospectus, prospectus or amendment or supplement in any Prospectus, the indemnity agreement contained reliance upon and in this Section 5(a) shall not inure conformity with written information furnished to the benefit Company by such Standby Indemnified Person specifically for use therein or so furnished for such purposes by any underwriter. Such indemnity shall remain in full force and effect regardless of the Holder any investigation made by or any person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale on behalf of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi).Standby Indemnified

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement, the Company agrees to will indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any Shelf Registration Statement (includingand pay and reimburse, without limitationInvestor thereunder, each Initial Purchaser), its directors, officers, and employees underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Holder seller or underwriter within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) Act, against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them each such Investor, underwriter or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Shelf Registration Statement, Securities Act pursuant hereto or in any Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or any violation or alleged violation of the Securities Act or any state securities or “blue sky” laws and will reimburse each such party Investor, underwriter and controlling person for any legal or other expenses reasonably incurred by such party them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that: (i) that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any the Company’s reliance on an untrue statement or alleged untrue statement or omission of material fact or alleged omission so made in conformity with information furnished in writing (which may include by email) by any Shelf Registration Statementsuch seller, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of the Holder such underwriter or any such controlling person who controls the Holder within the meaning of either the Securities Act in writing specifically for use in such Registration Statement or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Holders occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the Securities Act to be made to such person; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi)prospectus.