Common use of Indemnification by the Company Clause in Contracts

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers Investor and each personunderwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls such Bank Party Investor or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act (each such person being sometimes hereinafter referred to as an "Indemnified Person") from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) any upon an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or caused by any an omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, of or are based upon, any upon an untrue statement or omission or alleged untrue statement of a material fact contained in any Prospectus or an 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 the Company hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, 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 (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter Indemnified Person expressly for use therein, it being understood and agreed that therein or (ii) in the only such information furnished by any Underwriter consists case of the information described as occurrence of an event of the type specified in Section 3(e), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to such in subsection (c) belowIndemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

Indemnification by the Company. The In the event of any registration of any Registrable Securities of the Company agrees under the Securities Act pursuant to this Article II, the Company will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, a Registering Covered Person, each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) Affiliate of the Securities Act, its affiliates, such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, Affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such Bank Party seller within the meaning of Section 15 of the Securities Act or Section 20 of (collectively, the Exchange Act“Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement or caused by amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii2) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto)prospectus, any Issuer Free Writing Prospectus, free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)in respect of the Registrable Securities, or caused by amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable to any Indemnified Party in each any such case except insofar as to the extent that any such lossesloss, claimsclaim, damages damage, liability (or liabilities arise action or proceeding in respect thereof) or expense arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by with respect to such Underwriter expressly seller specifically for use therein, it being understood and agreed that in the only such information furnished by any Underwriter consists of the information described as such in subsection (c) belowpreparation thereof.

Indemnification by the Company. The In the event of any registration of any Registrable Securities of the Company agrees under the Securities Act pursuant to this Article VI, the Company will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, the Investor, each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) affiliate of the Securities Act, its affiliates, Investor and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling Person of any of the foregoing) and each personother Person, if any, who controls such Bank Party seller within the meaning of Section 15 of the Securities Act or (collectively, the “Indemnified Parties,” which definition shall, for purposes of Section 20 of the Exchange Act6.8, be deemed to include those Persons entitled to indemnification pursuant to Section 6.7), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement or caused by amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, misleading or (ii2) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto)prospectus, any Issuer Free Writing Prospectus, free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)in respect of the Registrable Securities, or caused by amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable to any Indemnified Party in each any such case except insofar as to the extent that any such lossesloss, claimsclaim, damages damage, liability (or liabilities arise action or proceeding in respect thereof) or expense arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by with respect to such Underwriter expressly seller or any underwriter specifically for use therein, it being understood and agreed that in the only such information furnished by any Underwriter consists of the information described as such in subsection (c) belowpreparation thereof.

Indemnification by the Company. The In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement, the Company agrees to shall defend, protect, indemnify and hold harmless each Bank Party that is acting asthe Investor and its investment manager, or is otherwise deemed to beYorkville Advisors Global, an “underwriter” as defined in Section 2(a)(11) of the Securities ActLP, its affiliates, directors and officers and each personof their respective officers, if anydirectors, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls such Bank Party the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (collectively, the “Investor Indemnitees”) from and against any and all lossesactions, causes of action, suits, claims, damages losses, costs, penalties, fees, liabilities and liabilities damages, and reasonable and documented expenses in connection therewith (includingirrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), without limitation, legal and including reasonable attorneys’ fees and other expenses disbursements (the “Indemnified Liabilities”), incurred in connection with any suit, action or proceeding by the Investor Indemnitees or any claim assertedof them as a result of, as such fees and expenses are reasonably incurred), joint or several, that arise arising out of, or are based upon, relating to (ia) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or caused by in any amendment thereof, or in any related 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 in order to make the statements therein, therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or (ii) liability arises out of or is based upon any such untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state made therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists or on behalf of the information described as such Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in subsection this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) belowany material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers Investor and each personunderwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each Person who controls such Bank Party underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act (each such Person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) any upon an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or caused by any an omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any an 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, not misleading; and the Company hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in each any such case except insofar as to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any upon (i) an untrue statement or omission or alleged untrue statement made in, or an omission made or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter Indemnified Person expressly for use therein, it being understood and agreed that therein or (ii) in the only such information furnished by any Underwriter consists case of the information described as occurrence of an event of the type specified in Section 4.3(e), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to such in subsection (c) belowIndemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting asthe Underwriter, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 and the respective officers, directors, partners, employees, and agents of the Exchange ActUnderwriter and controlling person (collectively, from and the "Underwriter Indemnified Parties" and, each, an "Underwriter Indemnified Party") against any and all losses, claims, damages damages, liabilities or expenses (including the reasonable cost of investigating and liabilities (including, without limitation, legal defending against any claims therefor and fees and other expenses of one counsel incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurredtherewith), joint or several, that arise out ofwhich may be based upon the Securities Act, the Exchange Act, or are based uponany other federal, (i) any untrue statement state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that the Registration Statement or the Prospectus (as from time to time amended or supplemented) includes or allegedly includes an untrue statement of a material fact contained in the Registration Statement or caused by any omission omits or alleged omission allegedly omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as unless such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission was made in reliance upon upon, and in conformity with any with, written information relating to any Underwriter furnished to the Company by the Underwriter, directly or through the Underwriter, specifically for use in writing the preparation thereof. The Company will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event the Company elects to assume the defense of any such suit and retain such counsel, any Underwriter Indemnified Parties may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel, or (ii) the parties to such suit include any such Underwriter expressly for use thereinIndemnified Parties, and the Company and such Underwriter Indemnified Parties have been advised by counsel to the Underwriter that one or more legal defenses may be available to it being understood and agreed or them which may not be available to the Company, in which case counsel selected by the Underwriter Indemnified Parties shall participate in such suit with respect to those defenses, provided that the only Company shall not be required to bear the reasonable fees and expenses of more than one such information furnished by counsel. The Company shall not be liable to indemnify any person for any settlement of any such claim effected without the Company's consent. This indemnity agreement is not exclusive and will be in addition to any liability which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter consists of the information described as such in subsection (c) belowIndemnified Party.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActUnderwriter, its affiliates, directors and officers and each person, if any, who controls such Bank Party Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Underwriter may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of, of or are based upon, (i) any upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any 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 Prospectus, the Prospectus, or caused by any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations or any road show as defined in Rule 433(h) under the Securities Act (a “road show”), (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 in order to make the statements therein, therein not misleading, misleading or (iii) arise out of or are based upon any investigation or proceeding by any governmental authority relating to or arising out of the matters described in the foregoing clauses (i) or (ii) (whether commenced or threatened and whether or not any Underwriter is a target of or party to such investigation or proceeding), and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such you, or by any Underwriter expressly through you, specifically for use therein, in the preparation thereof; it being understood and agreed that the only such information furnished by any an Underwriter consists of the information described as such in subsection (cSection 6(e) belowhereof.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless the Investor, each Bank Party that is acting asof its directors, or is otherwise deemed to beofficers, an “underwriter” as defined in Section 2(a)(11) of the Securities Actpartners, its affiliatesemployees, directors investment managers, investment advisors and officers Affiliates, and each personPerson, if any, who controls such Bank Party the Investor within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (includingincluding reasonable costs of defense and investigation and all reasonable attorneys’ fees) to which the Investor and each such other Person may become subject, without limitationunder the Securities Act or otherwise, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees losses, claims, damages, liabilities and expenses are reasonably incurred), joint or several, that arise out of, of or are based upon, upon (i) any untrue statement violation of United States federal or alleged untrue statement state securities laws or the rules and regulations of a material fact contained the Trading Market in connection with the Registration Statement transactions contemplated by this Agreement by the Company or caused by any omission of its Subsidiaries, affiliates, officers, directors or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinemployees, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Prospectus (Registration Statement or any amendment thereto or supplement thereto)any omission or alleged omission to state therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact contained, or incorporated by reference, in the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or in any “issuer information” filed or required to be filed pursuant to (as defined in Rule 433(d) 433 under the Securities Act Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained in any Free Writing Prospectus, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)amendment or supplement thereto, or caused by any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, in each case except insofar as however, that (A) the Company shall not be liable under this Section 8.1(a) to the extent that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense resulted directly and solely from any such acts or failures to act, undertaken or omitted to be taken by the Investor or such Person through its bad faith or willful misconduct, (B) the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter or on behalf of the Investor expressly for use thereinin the Current Report or any Prospectus Supplement or Permitted Free Writing Prospectus, it being understood or any amendment thereof or supplement thereto, and agreed that (C) with respect to the only such information furnished by any Underwriter consists Prospectus, the foregoing indemnity shall not inure to the benefit of the information described Investor or any such Person from whom the Person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of all Prospectus Supplements required to be filed pursuant to Section 1.3, together with the Base Prospectus, were timely delivered or made available to the Investor pursuant hereto and a copy of the Base Prospectus, together with a Prospectus Supplement (as applicable), was not sent or given by or on behalf of the Investor or any such Person to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such Person, and if delivery of the Base Prospectus, together with a Prospectus Supplement (as applicable), would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company shall reimburse the Investor and each such controlling Person promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by the Investor or such indemnified Persons in subsection (c) belowinvestigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting asholder of Registrable Securities, or is otherwise deemed to beand, an “underwriter” as defined in Section 2(a)(11) of the Securities Actif applicable, its affiliatesofficers, directors directors, employees and officers agents and each person, if any, Person who controls such Bank Party holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against any and all losses, claims, damages and liabilities (includingliabilities, without limitation, including all actual legal fees and or other expenses reasonably incurred by an Indemnified Holder in connection with any suitinvestigating or defending against such loss, action claim, damage, liability or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)action, joint or several, that arise to which such Indemnified Holders may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or caused by Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as any such lossesuntrue statement or omission is based upon information furnished in writing to the Company by such holder expressly for use therein; provided, claimshowever, damages that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liabilities arise expense arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if the Prospectus would have completely corrected such untrue statement or omission; and provided further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission made or alleged omission in reliance upon the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of a Registrable Security to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. This indemnity will be in conformity with any information relating addition to any Underwriter furnished liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnified Holder in respect of which indemnity may be sought from the Company, such Indemnified Holder shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Holder and the payment of all expenses. Such Indemnified Holder shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Holder unless (a) the Company has agreed to pay such fees and expenses or (b) the Company shall have failed to assume the defense of such action or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnified Holder in any such action or proceeding or (c) such Indemnified Holder in its reasonable judgment has separate defenses available or due to actual or potential material differing interests between them (in which case, if such Indemnified Holder notifies the Company in writing by that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such Underwriter expressly for use thereinaction or proceeding on behalf of such Indemnified Holder, it being understood and agreed understood, however, that the only Company shall not, in connection with any one such information furnished by any Underwriter consists action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the information described as same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder and any other Indemnified Holders, which firm shall be designated in subsection (c) belowwriting by such Indemnified Holders). The Company shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Company agrees to indemnify and hold harmless such Indemnified Holders from and against any loss or liability by reason of such settlement or judgment.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless the Investor, each Bank Party that is acting asof its directors, or is otherwise deemed to beofficers, an “underwriter” as defined in Section 2(a)(11) of the Securities Actpartners, its affiliatesemployees, directors investment managers, investment advisors and officers Affiliates, and each personPerson, if any, who controls such Bank Party the Investor within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act from and against any and all losses, claims, damages damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys' fees) to which the Investor and each such other Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon (including, without limitation, legal fees a) any violation of United States federal or state securities laws or the rules and other expenses incurred regulations of the Trading Market in connection with any suit, action or proceeding the transactions contemplated by this Agreement by the Company or any claim assertedof its Subsidiaries, as such fees and expenses are reasonably incurred)affiliates, joint officers, directors or several, that arise out of, or are based uponemployees, (ib) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Registration Statement or caused by any amendment thereto or any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (iic) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Prospectus (or any amendment or supplement thereto)Prospectus, any Issuer Free Writing Prospectus, or in any “amendment thereof or supplement thereto, or in any "issuer information” filed or required to be filed pursuant to " (as defined in Rule 433(d) 433 under the Securities Act Act) of the Company, which "issuer information" is required to be, or is, filed with the Commission or otherwise contained in any Free Writing Prospectus, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)amendment or supplement thereto, or caused by any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, in each case except insofar as however, that (A) the Company shall not be liable under this Section 8.1(i) to the extent that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense resulted directly and solely from any such acts or failures to act, undertaken or omitted to be taken by the Investor or such Person through its bad faith or willful misconduct, (B) the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter or on behalf of the Investor expressly for use thereinin the Current Report or any Prospectus Supplement or Permitted Free Writing Prospectus, it being understood or any amendment thereof or supplement thereto, and agreed that (C) with respect to the only such information furnished by any Underwriter consists Prospectus, the foregoing indemnity shall not inure to the benefit of the information described Investor or any such Person from whom the Person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of all Prospectus Supplements required to be filed pursuant to Section 1.4, together with the Base Prospectus, were timely delivered or made available to the Investor pursuant hereto and a copy of the Base Prospectus, together with a Prospectus Supplement (as applicable), was not sent or given by or on behalf of the Investor or any such Person to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such Person, and if delivery of the Base Prospectus, together with a Prospectus Supplement (as applicable), would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company shall reimburse the Investor and each such controlling Person promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by the Investor or such indemnified Persons in subsection (c) belowinvestigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActUnderwriter, its affiliates, directors and officers its and their officers, directors, employees, partners and members and each person, if any, who controls such Bank Party any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, from and 1934 Act against any and all lossesloss, claimsliability, damages claim, damage and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim assertedexpense whatsoever, as such fees and expenses are reasonably incurred), joint or several, that arise arising out of, or are based upon, (i) of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement theretoto any of the foregoing), or in any “issuer information” (as defined in Rule 433) or “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each case except insofar as connection with defending any such lossesloss, claimsliability, damages claim, damage or liabilities arise action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of, or are based upon, of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representative expressly for use thereinin the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by any Underwriter the Underwriters as aforesaid consists of the information described as such in subsection (cSection 6(b) belowhereof.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless the Investor, the Broker-Dealer, each Bank Party that is acting asaffiliate, or is otherwise deemed employee, representative and advisor of and to bethe Investor and the Broker-Dealer, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party the Investor or the Broker-Dealer within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (includingincluding reasonable costs of defense and investigation and all attorneys’ fees) to which the Investor, without limitationthe Broker-Dealer and each such other person may become subject, legal fees and other expenses incurred in connection with any suitunder the Securities Act or otherwise, action or proceeding or any claim asserted, insofar as such fees losses, claims, damages, liabilities and expenses are reasonably incurred), joint (or several, that actions in respect thereof) arise out of, of or are based upon, upon (i) any untrue statement violation of law (including United States federal securities laws) in connection with the transactions contemplated by this Agreement by the Company or alleged untrue statement any of a material fact contained in the Registration Statement its Subsidiaries, affiliates, officers, directors or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinemployees, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Prospectus (Registration Statement or any amendment thereto or supplement thereto)any omission or alleged omission to state therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained, or incorporated by reference, in the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or in any “issuer information” filed or required to be filed pursuant to (as defined in Rule 433(d) 433 under the Securities Act Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained in any Free Writing Prospectus, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)amendment or supplement thereto, or caused by any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iv) any untrue statement or alleged untrue statement contained in each case except insofar as such losses, claims, damages or liabilities arise out ofthe NASD Filing, or are based any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a fact necessary in order to comply with Rule 2710 of the NASD’s Conduct Rules, but only to the extent the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, information furnished by the Company to the Investor expressly for inclusion in the NASD Filing, or any amendment thereof or supplement thereto; provided, however, that (A) the Company shall not be liable under this Section 8.1(i) to the extent that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such loss, claim, damage, liability or expense resulting directly and solely from any such acts or failures to act, undertaken or omitted to be taken by the Investor or such person through its bad faith or willful misconduct, (B) the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter the Investor expressly for use thereinin the Current Report or any Prospectus Supplement or Permitted Free Writing Prospectus, it being understood or any amendment thereof or supplement thereto, and agreed that (C) with respect to the only such information furnished by any Underwriter consists Prospectus, the foregoing indemnity shall not inure to the benefit of the information described Investor or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of all Prospectus Supplements required to be filed pursuant to Section 1.4 and 5.9, together with the Base Prospectus, were timely delivered or made available to the Investor pursuant hereto and a copy of the Base Prospectus, together with a Prospectus Supplement (as applicable), was not sent or given by or on behalf of the Investor or any such person to such person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if delivery of the Base Prospectus, together with a Prospectus Supplement (as applicable), would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company shall reimburse the Investor, the Broker-Dealer and each such controlling person promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by the Investor, the Broker-Dealer or such indemnified persons in subsection (c) belowinvestigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers Investor and each personunderwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls such Bank Party Investor or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) any untrue statement or alleged upon an untrue statement of a material fact contained in the any Registration Statement or caused by any an omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement arise out of or alleged are based upon an untrue statement of a material fact contained in the any Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any an 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, not misleading; and the Company hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in each any such case except insofar as to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any upon (i) an untrue statement or omission or alleged untrue statement made in, or an omission made or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter Indemnified Person expressly for use therein, it being understood and agreed that therein or (ii) in the only such information furnished by any Underwriter consists case of the information described as occurrence of an event of the type specified in Section 3(E), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to such in subsection (c) belowIndemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

Indemnification by the Company. The In the event of any registration of any Registrable Securities of the Company agrees under the Securities Act pursuant to this Article II, the Company will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, Investor, each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) affiliate of the Securities Act, its affiliates, Investor and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such Bank Party seller within the meaning of Section 15 of the Securities Act or (collectively, the “Indemnified Parties”, which definition shall, for purposes of Section 20 of the Exchange Act2.8, be deemed to include those persons entitled to indemnification pursuant to Section 2.7), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement or caused by amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii2) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto)prospectus, any Issuer Free Writing Prospectus, free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)in respect of the Registrable Securities, or caused by amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable to any Indemnified Party in each any such case except insofar as to the extent that any such lossesloss, claimsclaim, damages damage, liability (or liabilities arise action or proceeding in respect thereof) or expense arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by with respect to such Underwriter expressly seller specifically for use therein, it being understood and agreed that in the only such information furnished by any Underwriter consists of the information described as such in subsection (c) belowpreparation thereof.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActForward Purchaser, its affiliatesthe Sales Agent, directors and officers the Forward Seller, each of their respective officers, directors, employees and agents, and each personPerson, if any, who controls such Bank Party the Forward Purchaser, the Sales Agent or the Forward Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages or liabilities, and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding in respect thereof, to which the Forward Purchaser, the Sales Agent, or any claim assertedthe Forward Seller, as the case may be, and each of their officers, directors, employees and agents, and any such fees and expenses are reasonably incurred)Controlling Person may become subject under the Securities Act, joint the Exchange Act or severalotherwise, that insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus, any Free Writing Prospectus or caused by any other prospectus relating to the Shares, or any amendment or supplement thereto, or any preliminary prospectus, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or therein (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of the Prospectus (or any amendment or supplement thereto), thereto or any Issuer Free Writing Prospectus, any “issuer information” filed Prospectus or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinpreliminary prospectus, in light of the circumstances under in which they were made, ) not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or the same are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating related to any Underwriter the Forward Purchaser, the Sales Agent or the Forward Seller or their plan of distribution furnished in writing to the Company in writing by such Underwriter or on behalf of the Forward Purchaser, the Sales Agent or the Forward Seller, as the case may be, expressly for use therein, it being understood and agreed that the only Company shall reimburse the Forward Purchaser, the Sales Agent or the Forward Seller, as the case may be, their officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such information furnished by any Underwriter consists of the information described losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such in subsection (c) belowexpenses are incurred.

Indemnification by the Company. The Company agrees to indemnify indemnify, defend and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors Placement Agent and officers and each person, if any, any person who controls such Bank Party the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsexpense, damages and liabilities liability, damage or claim (includingincluding the reasonable cost of investigation) which, without limitationjointly or severally, legal fees and other expenses incurred in connection with any suit, action or proceeding the Placement Agent or any claim assertedcontrolling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such fees and expenses are reasonably incurred)loss, joint expense, liability, damage or several, that arise claim arises out of, of or are is based upon, upon (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused any amendment thereof), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any omission or alleged omission to state therein a material fact required to be stated therein in any such Registration Statement, or necessary in order to make the statements therein, made therein not misleading, or (ii3) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each case except of clauses (1), (2) and (3), insofar as any such lossesloss, claimsexpense, damages liability, damage or liabilities arise claim arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged untrue statement omission of a material fact required to be stated therein or omission made necessary to make the statements therein (in reliance upon the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each such case, to the extent contained in and in conformity with any information relating furnished in writing by the Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any Underwriter furnished liability which the Company may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company in writing of the institution of such action, and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is materially prejudiced by such Underwriter expressly for use thereinfailure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood and agreed understood, however, that the only Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such information furnished by controlling persons in any Underwriter consists one action or series of related actions in the information described as same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in subsection (c) belowthis paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its consent.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers Purchaser and each personunderwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each Person who controls such Bank Party underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, 1934 Act (each such Person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) any upon an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or caused by any an omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any an 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, not misleading; and the Company hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in each any such case except insofar as to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any upon (i) an untrue statement or omission or alleged untrue statement made in, or an omission made or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter Indemnified Person expressly for use therein, it being understood and agreed that therein or (ii) in the only such information furnished by any Underwriter consists case of the information described as occurrence of an event of the type specified in Section 6.2(c), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to such in subsection (c) belowIndemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

Indemnification by the Company. The Company agrees to indemnify indemnify, defend and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors Placement Agent and officers and each person, if any, any person who controls such Bank Party the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsexpense, damages and liabilities liability, damage or claim (includingincluding the reasonable cost of investigation) which, without limitationjointly or severally, legal fees and other expenses incurred in connection with any suit, action or proceeding the Placement Agent or any claim assertedcontrolling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such fees and expenses are reasonably incurred)loss, joint expense, liability, damage or several, that arise claim arises out of, of or are is based upon, upon (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused any amendment thereof), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any omission or alleged omission to state therein a material fact required to be stated therein in any such Registration Statement, or necessary in order to make the statements therein, made therein not misleading, or (ii3) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each case except of clauses (1), (2) and (3), insofar as any such lossesloss, claimsexpense, damages liability, damage or liabilities arise claim arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged untrue statement omission of a material fact required to be stated therein or omission made necessary to make the statements therein (in reliance upon the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each such case, to the extent contained in and in conformity with any information relating to any Underwriter furnished in writing the Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action, and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company, as the case may be, in connection with the defense of such Underwriter expressly for use thereinaction, or the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood and agreed understood, however, that the only Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such information furnished by controlling persons in any Underwriter consists one action or series of related actions in the information described as same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in subsection (c) belowthis paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its consent.

Indemnification by the Company. The In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement, the Company agrees to shall defend, protect, indemnify and hold harmless each Bank Party that is acting asthe Investor, or is otherwise deemed to beand all of its officers, an “underwriter” as defined directors, partners, employees and agents (including, without limitation, those retained in Section 2(a)(11connection with the transactions contemplated by this Agreement) of the Securities Act, its affiliates, directors and officers and each person, if any, person who controls such Bank Party the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (collectively, the “Investor Indemnitees”) from and against any and all lossesactions, causes of action, suits, claims, damages losses, costs, penalties, fees, liabilities and liabilities damages, and reasonable expenses in connection therewith (includingirrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), without limitation, legal and including reasonable attorneys’ fees and other expenses disbursements (the “Indemnified Liabilities”), incurred in connection with any suit, action or proceeding by the Investor Indemnitees or any claim assertedof them as a result of, as such fees and expenses are reasonably incurred), joint or several, that arise arising out of, or are based upon, relating to (ia) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or caused by in any amendment thereof, or in any related 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 in order to make the statements therein, therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or (ii) liability arises out of or is based upon any such untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state made therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists or on behalf of the information described as such Investor specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Company in subsection this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) belowany breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any cause of action, suit or claim brought or made against such Investor Indemnitee not arising out of any action or inaction of an Investor Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Investor Indemnitees. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting asthe Investor and its Affiliates, or is otherwise deemed to bedirectors, an “underwriter” as defined in Section 2(a)(11) of the Securities Actofficers, its affiliatesemployees, directors members, managers and officers agents and each person, if any, Person who controls such Bank Party the Investor within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, expenses, damages and liabilities or whatever kind (including, without limitation, including legal fees and or other expenses reasonably incurred in connection with investigating, preparing or defending same and the cost of enforcing any suitright to indemnification hereunder) (collectively, action or proceeding “Losses”) to which they or any claim asserted, of them may become subject insofar as such fees and expenses are reasonably incurred), joint Losses (or several, that actions in respect thereof) arise out of, of or are based upon, upon (ix) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement as originally filed or caused by in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, 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 in order to make the statements thereintherein not misleading or (y) any violation or alleged violation by the Company of the Securities Act, not misleadingthe Exchange Act, any other federal law, any state or foreign securities law, or any rule or regulation promulgated under of the foregoing laws, relating to the offer or sale of the Registrable Securities, and in any such case, the Company agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating, preparing or defending any such Loss, claim, damage, liability, action or investigation (ii) whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case to the extent that any such Loss arises out of or is based upon any such untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state made therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter the Investor furnished to the Company in writing by such Underwriter expressly or on behalf of the Investor specifically for use inclusion therein, it being understood including any notice and agreed that questionnaire. This indemnity agreement will be in addition to any liability which the only such information furnished by any Underwriter consists of the information described as such in subsection (c) belowCompany may otherwise have.

Indemnification by the Company. The Company agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Bank Party that is acting asSelling Holder, each member, limited partner or is otherwise deemed to begeneral partner thereof, an “underwriter” as defined in Section 2(a)(11) each member, limited partner or general partner of the Securities Acteach such member, its affiliateslimited or general partner, directors each of their respective Affiliates, officers, directors, stockholders, employees, advisors, and officers agents and each personPerson, if any, who controls such Bank Party Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages and damages, liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)(including reasonable costs of investigation and legal expenses) (each, joint or severala “Loss”, and collectively, “Losses”) that arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement or caused by prospectus relating to such Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus, or that arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities Losses arise out of, of or are based upon, upon any such untrue statement or omission or alleged untrue statement or omission made with respect to information relating to such Selling Holder (a) that such Selling Holder knew to be untrue or reasonably should have known to be untrue or knew to be an omission or reasonably should have known to be an omission or (b) was included in reliance upon and in conformity with any information relating to any Underwriter furnished in writing to the Company in writing by such Underwriter Selling Holder or on such Selling Holder’s behalf expressly for use thereininclusion therein or that are due to such Selling Holder’s failure to deliver a copy of such registration statement or prospectus relating to such Registrable Securities, it being understood and agreed that or any amendment or supplement thereto, or any preliminary prospectus after the only Company has made available or furnished such information furnished by any Underwriter consists Selling Holder with copies of the information described as same prior to any written confirmation of the sale of Registrable Securities. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such in subsection (c) belowSelling Holder or any Indemnified Party.

Indemnification by the Company. The Company agrees to indemnify indemnify, defend and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors Placement Agent and officers and each person, if any, any person who controls such Bank Party the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsexpense, damages and liabilities liability, damage or claim (includingincluding the reasonable cost of investigation) which, without limitationjointly or severally, legal fees and other expenses incurred in connection with any suit, action or proceeding the Placement Agent or any claim assertedcontrolling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such fees and expenses are reasonably incurred)loss, joint expense, liability, damage or several, that arise claim arises out of, of or are is based upon, upon (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused any amendment thereof), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any omission or alleged omission to state therein a material fact required to be stated therein in any such Registration Statement, or necessary in order to make the statements therein, made therein not misleading, or (ii3) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each case except of clauses (1), (2) and (3), insofar as any such lossesloss, claimsexpense, damages liability, damage or liabilities arise claim arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged untrue statement omission of a material fact required to be stated therein or omission made necessary to make the statements therein (in reliance upon the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each such case, to the extent contained in and in conformity with any information relating to any Underwriter furnished in writing the Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action, and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company, as the case may be, in connection with the defense of such Underwriter expressly for use thereinaction, or the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case may be, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case neither the Company shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood and agreed understood, however, that neither the only Company shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such information furnished by controlling persons in any Underwriter consists one action or series of related actions in the information described as same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in subsection (c) belowthis paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its written consent.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActForward Purchaser, its affiliatesBNYMCM, directors and officers the Forward Seller, each of their respective officers, directors, employees and agents, and each personPerson, if any, who controls such Bank Party the Forward Purchaser, BNYMCM or the Forward Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages or liabilities, and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding in respect thereof, to which the Forward Purchaser, BNYMCM, or any claim assertedthe Forward Seller, as the case may be, and each of their officers, directors, employees and agents, and any such fees and expenses are reasonably incurred)Controlling Person may become subject under the Securities Act, joint the Exchange Act or severalotherwise, that insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus, any Free Writing Prospectus or caused by any other prospectus relating to the Shares, or any amendment or supplement thereto, or any preliminary prospectus, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or therein (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of the Prospectus (or any amendment or supplement thereto), thereto or any Issuer Free Writing Prospectus, any “issuer information” filed Prospectus or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinpreliminary prospectus, in light of the circumstances under in which they were made, ) not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or the same are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating related to any Underwriter the Forward Purchaser, BNYMCM or the Forward Seller or their plan of distribution furnished in writing to the Company in writing by such Underwriter or on behalf of the Forward Purchaser, BNYMCM or the Forward Seller, as the case may be, expressly for use therein, it being understood and agreed that the only Company shall reimburse the Forward Purchaser, BNYMCM or the Forward Seller, as the case may be, their officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such information furnished by any Underwriter consists of the information described losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such in subsection (c) belowexpenses are incurred.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliatesofficers, directors directors, employees and officers agents, and each personPerson, if any, who controls such Bank Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), and each affiliate of (within the meaning of Rule 405 under the Securities), from and against any and all losses, claims, damages or liabilities, and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding in respect thereof, to which , its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or any claim assertedotherwise, insofar as such fees and expenses are reasonably incurred)losses, joint claims, damages or several, that liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinStatement, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any other prospectus relating to the Common Shares, or any amendment or supplement thereto), any preliminary prospectus or any Issuer Free Writing Prospectus, Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Act, or caused by arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus in light of the circumstances under in which they were made, ) not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or the same are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating related to any Underwriter or its plan of distribution furnished in writing to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only Company shall reimburse , its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such information furnished by any Underwriter consists of the information described losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such in subsection (c) belowexpenses are incurred.

Indemnification by the Company. The Company agrees to indemnify indemnify, defend, exonerate and hold harmless harmless, to the full extent permitted by law, each Bank Party that is acting asHolder of Registrable Securities registered pursuant to any registration hereunder and each of its Affiliates or partners, each of their respective members, officers, directors, employees, agents, representatives, successors and assigns and each Person who controls such Holder, Affiliate or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) partner (within the meaning of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and ) against any and all actions, causes of action, suits, losses, liabilities, obligations, damages, deficiencies, demands, claims, damages judgments, taxes, assessments, settlement costs, court costs and liabilities (other costs and expenses, including, without limitation, legal fees and other expenses incurred in connection with any suitinterest, action penalties, fines, costs of investigation, discovery, case preparation, defense or proceeding or any claim assertedappeal, as such expert witness fees and expenses are reasonably incurred)and reasonable attorneys' and paralegal fees and disbursements (collectively, joint or several, that arise out of, or are based upon, (i"Losses") incurred by any untrue statement or alleged such Person in any capacity and caused by any untrue statement of a material fact contained in the any Registration Statement Statement, Prospectus or caused by preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or therein (ii) any untrue statement or alleged untrue statement in the case of a material fact contained Prospectus or any preliminary Prospectus, in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, ) not misleading, in each case except insofar as such losses, claims, damages the same are caused by or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made contained in reliance upon and in conformity with any information relating to any Underwriter furnished in writing to the Company in writing by such Underwriter Holder or its representative expressly for use therein; provided, it being understood and agreed however, that the only such information furnished by indemnification with respect to any Underwriter consists preliminary prospectus shall not be applicable if a copy of the information described Prospectus was not sent or given by or on behalf of such Holder on the initial sale, if such is required by law, at or prior to the written confirmation of the sale and if the Prospectus (as amended or supplemented) would have cured the defect giving rise to such in subsection (c) belowLosses.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless the Investor, the Broker-Dealer, each Bank Party that is acting asaffiliate, or is otherwise deemed employee, representative and advisor of and to bethe Investor and the Broker-Dealer, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party the Investor or the Broker-Dealer within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (includingincluding reasonable costs of defense and investigation and all attorneys’ fees) to which the Investor, without limitationthe Broker-Dealer and each such other person may become subject, legal fees and other expenses incurred in connection with any suitunder the Securities Act or otherwise, action or proceeding or any claim asserted, insofar as such fees losses, claims, damages, liabilities and expenses are reasonably incurred), joint (or several, that actions in respect thereof) arise out of, of or are based upon, upon (i) any untrue statement violation of law (including United States federal securities laws) in connection with the transactions contemplated by this Agreement by the Company or alleged untrue statement any of a material fact contained in the Registration Statement its Subsidiaries, affiliates, officers, directors or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinemployees, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Prospectus (Registration Statement or any amendment thereto or supplement thereto)any omission or alleged omission to state therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact contained, or incorporated by reference, in the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or in any “issuer information” filed or required to be filed pursuant to (as defined in Rule 433(d) 433 under the Securities Act Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained in any Free Writing Prospectus, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)amendment or supplement thereto, or caused by any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, in each case except insofar as however, that (A) the Company shall not be liable under this Section 8.1(i) to the extent that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense resulting directly and solely from any such acts or failures to act, undertaken or omitted to be taken by the Investor or such person through its bad faith or willful misconduct, (B) the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter the Investor expressly for use thereinin the Current Report or any Prospectus Supplement or Permitted Free Writing Prospectus, it being understood or any amendment thereof or supplement thereto, and agreed that (C) with respect to the only such information furnished by any Underwriter consists Prospectus, the foregoing indemnity shall not inure to the benefit of the information described Investor or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of all Prospectus Supplements required to be filed pursuant to Section 1.4 and 5.9, together with the Base Prospectus, were timely delivered or made available to the Investor pursuant hereto and a copy of the Base Prospectus, together with a Prospectus Supplement (as applicable), was not sent or given by or on behalf of the Investor or any such person to such person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if delivery of the Base Prospectus, together with a Prospectus Supplement (as applicable), would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company shall reimburse the Investor, the Broker-Dealer and each such controlling person promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by the Investor, the Broker-Dealer or such indemnified persons in subsection (c) belowinvestigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActUnderwriter, its affiliates, directors and officers its and their officers, directors, employees, partners and members and each person, if any, who controls such Bank Party any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, from and 1934 Act against any and all lossesloss, claimsliability, damages claim, damage and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim assertedexpense whatsoever, as such fees and expenses are reasonably incurred), joint or several, that arise arising out of, or are based upon, (i) of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement theretoto any of the foregoing), or in any “issuer information” (as defined in Rule 433) or “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each case except insofar as connection with defending any such lossesloss, claimsliability, damages claim, damage or liabilities arise action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of, or are based upon, of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by any Underwriter the Underwriters as aforesaid consists of the information described as such in subsection (cSection 6(b) belowhereof.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting asNotice Holder, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party any Notice Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Notice Holder within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal fees and or other expenses reasonably incurred in connection with defending or investigating any suit, such action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (iclaim) caused by any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, caused by any such untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with any information relating to any Underwriter Holder furnished to the Company in writing by such Underwriter Holder expressly for use therein, it being understood and agreed ; provided that the only indemnification contained in this paragraph shall not inure to the benefit of any Holder (or to the benefit of any person controlling such information Holder or any affiliate of such Holder) on account of any such losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus provided in each case the Company has performed its obligations under Section 3(f) hereof if either (A) (x) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the person asserting the claim from which such losses, claims, damages or liabilities arise and (y) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (B) (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by any Underwriter consists or on behalf of the information described Company with copies of the Prospectus as so amended or supplemented, such in subsection (c) belowHolder thereafter fails to deliver such Prospectus as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of a Registrable Security to the person asserting the claim from which such losses, claims, damages or liabilities arise.

Indemnification by the Company. The In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or Section 2.2 hereof, the Company agrees to will, and it hereby does, indemnify and hold harmless harmless, to the full extent permitted by law, each Bank Party that Shareholder, its directors and officers, employees, shareholders, general partners, limited partners, members, advisory directors, managing directors (and directors, officers, stockholders, general partners, limited partners, members, advisory directors, managing directors and controlling persons thereof) (collectively, “Related Persons”), each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls, is acting as, controlled by or is otherwise deemed to beunder common control with any Shareholder or any such underwriter (collectively, an the “underwriter” as defined in Section 2(a)(11Shareholder Indemnified Parties”) within the meaning of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that and expenses (including without limitation, reasonable attorneys’ fees and any and all reasonable expenses incurred investigating, preparing or defending against any litigation, commenced or threatened, or any claim, and any and all amounts paid in any settlement of any such claim or litigation) to which such Shareholder Indemnified Party may become subject under the Securities Act, state securities or blue sky laws, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of, of or are based upon, upon (i) any untrue statement or alleged untrue statement of a any material fact contained, on the effective date thereof, in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained in the Registration Statement therein, or caused by any amendment or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or misleading (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinprospectus, in light of the circumstances under which they were are made), not misleading, in and the Company will reimburse each case except insofar Shareholder Indemnified Party for any legal or any other expenses reasonably incurred by it as such lossesexpenses are incurred in connection with investigating or defending such loss, claimsclaim, damages liability, action or liabilities arise proceeding; provided, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue omission made in such registration statement or omission made amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly Shareholder or underwriter specifically stating that it is for use therein, it being understood in the preparation thereof. Such indemnity shall remain in full force and agreed that effect regardless of any investigation made by or on behalf of such Shareholder Indemnified Party and shall survive the only transfer of such information furnished securities by any Underwriter consists of the information described as such in subsection (c) belowShareholder or underwriter.

Indemnification by the Company. The In the event of any registration of any securities of the Company under the Securities Act pursuant to Section 2 or Section 3, the Company hereby indemnifies and agrees to indemnify hold harmless, to the extent permitted by law, each Holder of Registrable Securities covered by such registration statement, each affiliate of such Holder and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, their respective directors and officers or general and limited partners (and the directors, officers, affiliates and controlling Persons thereof), each other Person who participates as an underwriter in the offering or sale of such securities and each personother Person, if any, who controls such Bank Party Holder or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of (collectively, the Exchange Act"Indemnified Parties"), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that and expenses to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of, of or are based upon, upon (ia) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration Statement Securities Act, any preliminary, final or caused by summary prospectus contained therein, or any amendment or supplement thereto, or (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading in the light of the circumstances then existing, and the Company will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, that the Company shall not misleadingbe liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or (iiaction or proceeding in respect thereof) or expense arises solely out of or is based solely upon any untrue statement or alleged untrue statement of a material fact contained or omission or alleged omission made in the Prospectus (such registration statement, in any such preliminary, final or summary prospectus, or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made thereto in reliance upon and in strict conformity with any written information relating with respect to any Underwriter such Indemnified Party furnished to the Company in writing by such Underwriter Indemnified Party expressly for use thereinin the preparation thereof; and provided, it being understood and agreed further, that the only Company will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such information furnished by any Underwriter consists underwriter within the meaning of the information described Securities Act, under the indemnity agreement in this Section 6(a) with respect to any preliminary prospectus or the final prospectus or the final prospectus as amended or supplemented, as the case may be, to the extent that any such loss, claim, damage or liability of such underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus (including any documents incorporated by reference therein) or of the final prospectus as then amended or supplemented (including any documents incorporated by reference therein), whichever is most recent, if the Company has previously furnished to the Indemnified Party sufficient copies thereof for purposes of such delivery. Such indemnity shall remain in subsection (c) belowfull force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Party and shall survive the transfer of such securities by such Holder.

Indemnification by the Company. The In the event of any registration of any Registrable Securities of the Company agrees under the Securities Act pursuant to this Article II, the Company will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, a Registering Covered Person, each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) affiliate of the Securities Act, its affiliates, such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such Bank Party Registering Covered Person within the meaning of Section 15 of the Securities Act or Section 20 of (collectively, the Exchange Act“Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement or caused by amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii2) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto)prospectus, any Issuer Free Writing Prospectus, free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)in respect of the Registrable Securities, or caused by amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable to any Registering Covered Person or other Indemnified Party in each any such case except insofar as to the extent that any such lossesloss, claimsclaim, damages damage, liability (or liabilities arise action or proceeding in respect thereof) or expense arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with any written information relating to any Underwriter regarding a Registering Covered Person furnished to the Company in writing by such Underwriter expressly Registering Covered Person or other Indemnified Party with respect to such seller or any underwriter specifically for use therein, it being understood and agreed that in the only such information furnished by any Underwriter consists preparation thereof. The rights of the information described as such Registering Covered Persons under this Section 2.5 shall survive the completion of any offering of Registrable Securities in subsection (c) belowa registration under this Agreement and shall survive the termination of this Agreement.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless harmless, with respect to any Registration Statement filed by it pursuant to this Agreement, to the fullest extent permitted by law, each Bank Party that is acting asHolder, or is otherwise deemed to beas well as each Holder’s agents, an representatives and Affiliates (collectively, the “underwriter” as defined in Section 2(a)(11Holder Indemnified Parties”) of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages damages, liabilities, and liabilities expenses joint or several (includingincluding reasonable fees of counsel and any amounts paid in settlement effected with the Company’s consent, without limitationwhich consent shall not be unreasonably withheld) (collectively, legal fees and “Losses”) to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act, any other expenses incurred in connection with federal law, any suitstate or common law, action any rule or proceeding regulation promulgated thereunder, or any claim assertedotherwise, insofar as such fees and expenses Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are reasonably incurred), joint or several, that arise out of, or are based upon, caused by (ia) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement in which such Registrable Securities were included as contemplated hereby or caused by any 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, not misleading, or (iib) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, together with the Prospectus documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such lossesor (c) any violation by the Company of the Securities Act, claimsthe Exchange Act, damages any other federal law, any state or liabilities arise out ofcommon law, or are any rule or regulation promulgated thereunder in connection with any such registration; provided, however, that the Company shall not be liable to any such Holder Indemnified Party in any such case to the extent that any such Loss (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such Registration Statement or amendment thereof or supplement thereto or in any such Prospectus in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company by or on behalf of any such Holder Indemnified Party relating to such Holder Indemnified Party for use in writing the preparation thereof; and provided further, that the Company shall not be liable to any such Holder Indemnified Party with respect to any Prospectus to the extent that any such Loss of such Holder Indemnified Party results from the fact that such Holder Indemnified Party sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company previously furnished copies thereof to such Holder Indemnified Party in compliance with this Agreement and the Loss of such Holder Indemnified Party results from an untrue statement or omission of a material fact contained in such Prospectus which was subsequently corrected in the Prospectus (or the Prospectus as amended or supplemented) or such Holder Indemnified Party otherwise breached the provisions of this Agreement in a manner which resulted in the Loss of such Holder Indemnified Party. Such indemnity and reimbursement of expenses and obligations shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties and shall survive the transfer of such securities by such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) belowHolder Indemnified Parties.

Indemnification by the Company. The Company agrees to indemnify and will indemnify, hold harmless each Bank Party that is acting asand defend (i) the Holder and (ii) the directors, or is otherwise deemed to beofficers, an “underwriter” as defined in Section 2(a)(11) of the Securities Actpartners, its affiliatesmanagers, directors and officers members, employees, agents and each person, if any, Person who controls such Bank Party the Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and if any (each, an “Indemnified Person”), against any and all joint or several losses, claims, damages and damages, liabilities or expenses (includingcollectively, without limitationtogether with actions, legal fees and other expenses incurred proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened, in connection with respect thereof, “Claims”) to which any suit, action or proceeding or any claim asserted, of them may become subject insofar as such fees and expenses are reasonably incurred), joint or several, that Claims arise out of, of or are based upon, : (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or ; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus any prospectus (preliminary, final, free writing or otherwise), or any amendment thereof or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any the omission or alleged omission to state therein a any material fact necessary in order to make the statements made therein, in light of the circumstances under which they the statements therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities (the matters in each case except insofar the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse the Indemnified Person, promptly as such lossesexpenses are incurred and are due and payable, claimsfor any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, damages the indemnification provision contained in this Section 7(a) shall not apply (i) to a Claim arising out of or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made upon a Violation to the extent that such Violation occurs in reliance upon and in conformity with any information relating to any Underwriter furnished in writing to the Company by or on behalf of any Indemnified Person for use in writing connection with the preparation of such Registration Statement or any such amendment thereof or supplement thereto, or (ii) to any amounts paid in settlement of any Claim effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the sale of the Registrable Securities by the Holder. Promptly after receipt by an Indemnified Person under this Section 5 of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if a Claim in respect thereof is to be made against the Company under this Section 5, deliver to the Company a written notice of the commencement thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnified Person, as the case may be. Provided, however, that an Indemnified Person shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the Company, if, in the opinion of counsel for the Holder, the representation by such Underwriter expressly counsel of the Indemnified Person and the Company would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Company shall pay for use thereinonly one separate legal counsel (as well as local counsel) for the Indemnified Persons, it being understood and agreed such legal counsel shall be selected by Holder. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnified Person under this Section 5, except to the extent that the only Company is actually prejudiced in its ability to defend such information furnished by action, and shall not otherwise relieve the Company of any Underwriter consists liability. The Company shall not, without the prior written consent of the information described Indemnified Persons, consent to entry of any judgment or enter into any settlement or other compromise with respect to any Claim in respect of which indemnification or contribution may be or has been sought hereunder (whether or not any such Indemnified Party is an actual or potential party to such action or claim) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Persons of a full release from all liability with respect to such in subsection (c) belowClaim or which includes any admission as to fault or culpability on the part of any Indemnified Person.

Indemnification by the Company. The In the event of any registration of any securities of the Company agrees under the Securities Act pursuant to Section 2.1 or Section 2.2, to the fullest extent permitted by law, the Company will indemnify and hold harmless each Bank Party that is acting asHolder, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) each Affiliate of the Securities Act, its affiliates, such Holder and their respective directors and officers officers, members or general and limited partners (and the directors, officers, employees, affiliates and each person, if any, Person who controls such Bank Party Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (hereinafter referred to as a “Controlling Person”) of any of the foregoing), from and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter (collectively, the “Seller Indemnified Parties”), against any and all claims, losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that arise actions or proceedings (whether commenced or threatened in writing) in respect thereof (“Claims”) and expenses arising out of, of or are based upon, on: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement (or caused any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein, therein not misleading, or in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in the a Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein therefrom of a material fact fact, in each case, necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus prepared by it or authorized by it in writing for use by such Holder (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Company will reimburse each such Seller Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable out-of-pocket expenses incurred in connection with investigating and defending or settling any such Claim; provided that the Company will not be liable in any such case except insofar as to the extent that any such lossesclaim, claimsloss, damages or liabilities arise out ofdamage, liability, or are action arises out of or is based upon, on any untrue statement or alleged untrue statement or omission or alleged omission by such Holder or underwriter but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter expressly Holder and stated to be specifically for use therein; and provided, it being understood further that, the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and agreed provided, further, that the only Company will not be liable to any Seller Indemnified Parties pursuant to this Section 2.8(a) to the extent that any Claims for which such information furnished by any Underwriter consists Seller Indemnified Party seeking indemnification relates to a sale of the information described as such Registrable Securities in subsection (c) belowviolation of Section 2.3(b)(v).

Indemnification by the Company. The To the extent permitted by law, the Company agrees to (the “Indemnifying Party”) will indemnify and hold harmless each Bank Party that is selling Holder, any investment banking firm acting asas an underwriter for the selling Holder, or is otherwise deemed to beany broker/dealer acting on behalf of any selling Holder and each officer and director of each selling Holder, an “such underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers such broker/dealer and each person, if any, who controls such Bank Party selling Holder, underwriter or broker/dealer within the meaning of Section 15 of the Securities Act or Section 20 of (the Exchange Act“Indemnified Parties”), from and against any and all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or severalseveral (collectively, that “Losses”), to which they may become subject under the Securities Act or otherwise, insofar as such Losses arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or caused by any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary in order to make the statements thereintherein not misleading in light of the circumstances in which they are made; and will reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such Losses; provided, however, that the indemnity agreement contained in this Section 9(a) shall not misleadingapply to amounts paid in settlement of Losses 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 Losses to the extent that they arise out of or (ii) any are based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary made in order to make connection with the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based uponRegistration Statement, any untrue statement preliminary prospectus or omission final prospectus relating thereto or alleged untrue statement any amendments or omission made supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use thereinin connection with the Registration Statement or any such benefit of any selling Holder with respect to any person asserting loss, it being understood and agreed that the only such information furnished by any Underwriter consists damages, liability or action as a result of a selling Holder selling Registrable Securities in violation of Section 5(c) of the information described as such in subsection (c) belowSecurities Act.

Indemnification by the Company. The In the event of any registration statement filed pursuant to Sections 1 or 2, the Company agrees to shall indemnify and hold harmless each Bank Party that is acting asthe Holders and their respective directors, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and affiliates and each personother individual or entity, if any, who controls such Bank Party (within the meaning of Section 15 the Securities Act) any Holder (each of the Securities Act or Section 20 of the Exchange Actforegoing, from and against any and all a "Holder Indemnitee"), insofar as losses, claims, damages and damages, or liabilities (includingor actions or proceedings, without limitationwhether commenced or threatened, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that respect thereof) ("Losses") to a Holder Indemnitee arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement any such registration statement, any preliminary prospectus, final prospectus, or caused by summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under in which they were made, made not misleading, and the Company shall reimburse each Holder Indemnitee for any legal or any other fees, costs and expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however that the Company shall not be liable in any such case except insofar as to the extent that any such lossesloss, claimsclaim, damages damage, liability (or liabilities arise action or proceeding in respect thereof) or expense arises out of, of or are is based upon, any untrue statement or omission or alleged upon an untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of a Holder or such Underwriter expressly underwriter, as the case may be, for use thereinin the preparation thereof; and provided, it being understood and agreed further, however that the only Company shall not be liable to any Holder Indemnitee in any such information furnished by case to the extent that any Underwriter consists such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the information described final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus so long as such in subsection (c) belowfinal prospectus, and any amendments or supplements thereto, have been furnished to such underwriter or any Holder, as applicable.

Indemnification by the Company. The Company agrees to indemnify indemnify, defend and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors Placement Agent and officers and each person, if any, any person who controls such Bank Party the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsexpense, damages and liabilities liability, damage or claim (includingincluding the reasonable cost of investigation) which, without limitationjointly or severally, legal fees and other expenses incurred in connection with any suit, action or proceeding the Placement Agent or any claim assertedcontrolling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such fees and expenses are reasonably incurred)loss, joint expense, liability, damage or several, that arise claim arises out of, of or are is based upon, upon (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused any amendment thereof), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any omission or alleged omission to state therein a material fact required to be stated therein in any such Registration Statement, or necessary in order to make the statements therein, made therein not misleading, or (ii3) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each case except of clauses (1), (2) and (3), insofar as any such lossesloss, claimsexpense, damages liability, damage or liabilities arise claim arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged untrue statement omission of a material fact required to be stated therein or omission made necessary to make the statements therein (in reliance upon the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each such case, to the extent contained in and in conformity with any information relating furnished by or on behalf of the Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any Underwriter furnished liability which the Company may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company in writing of the institution of such action, and the Company shall, if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that the Company’s ability to defend is materially prejudiced by such Underwriter expressly for use thereinfailure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood and agreed understood, however, that the only Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such information furnished by controlling persons in any Underwriter consists one action or series of related actions in the information described as same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in subsection (c) belowthis paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its consent.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, Person who participates as an “underwriter” as defined in Section 2(a)(11underwriter (any such Person being an "UNDERWRITER") and each Selling Shareholder and each of the Securities Act, its affiliates, their respective directors and officers and each personother Person, if any, who controls such Bank Party a Selling Shareholder or any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)expense, joint or several, that arise whatsoever, as incurred, arising out of, or are based upon, (i) of any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement (or caused any amendment thereto) pursuant to which Eligible Common Stock was registered under the Securities Act, including all documents incorporated therein by any reference, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus any Registration Statement (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)all documents incorporated therein by reference, or caused by any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including, subject to the provisions of Section 7(c), fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case except insofar as such losses, claims, damages whether or liabilities arise out ofnot a party, or are any claim whatsoever based upon, upon any such untrue statement or omission omission, or any such alleged untrue statement or omission made in reliance upon and in conformity with any information relating omission, to any Underwriter furnished to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.the

Indemnification by the Company. The Company agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActHolder, its affiliatespartners, directors officers, directors, trustees, stockholders, employees, agents and officers investment advisers, and each person, if any, Person who controls such Bank Party Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners, officers, directors, trustees, stockholders, employees, agents and investment advisors of such controlling Person (collectively, the "CONTROLLING PERSONS"), from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (including, without limitation, any legal or other fees and other expenses reasonably incurred by any Holder or any such Controlling Person in connection with defending or investigating any suit, action or proceeding claim in respect thereof) (collectively, the "DAMAGES") to which such Holder, its partners, officers, directors, trustees, stockholders, employees, agents and investment advisers, and any such Controlling Person, may become subject under the Securities Act or any claim assertedotherwise, insofar as such fees and expenses are reasonably incurred), joint Damages (or several, that proceedings in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed ) pursuant to Rule 433(d) which Registrable Securities were registered under the Securities Act or any Pricing Disclosure Package (Act, including any Pricing Disclosure Package that has subsequently been amended)all documents incorporated therein by reference, or are caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out ofof or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or are caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the Company shall not be liable for Damages to any Holder under this Section 6(a) to the extent that any such Damages (i) arise out of or are based uponupon any such untrue statement or omission which is based upon information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use in any such Registration Statement (or any amendment thereto) or Prospectus (or amendment or supplement thereto); or (ii) were caused by the fact that such Holder sold Securities to a Person as to whom it shall be established that there was not sent or given, or deemed sent or given pursuant to Rule 153 under the Securities Act, at the time of or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if, and only if, (a) the Company has previously furnished copies of such amended or supplemented Prospectus to such Holder or the Company has notified such Holder for the need for an amended or supplemental Prospectus and (b) such Damages were caused by any untrue statement or omission or alleged untrue statement or omission made contained in reliance upon the Prospectus so delivered which was or was to be corrected in such amended or supplemented Prospectus. In connection with an underwritten offering, the Company will indemnify the underwriters thereof, their officers and in conformity with any information relating to any Underwriter furnished directors and each Person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that same extent as provided above with respect to the only such information furnished by any Underwriter consists indemnification of the Holders of Registrable Securities except with respect to information described as such in subsection (c) belowprovided by the underwriter specifically for inclusion therein.

Indemnification by the Company. The Company agrees to indemnify and hold harmless harmless, to the fullest extent permitted by applicable law, each Bank Party that is acting asHolder and its Affiliates and their respective officers, or is otherwise deemed to bedirectors, an “underwriter” as defined in Section 2(a)(11) of the Securities Actpartners, its affiliatesstockholders, directors members, employees, agents and officers representatives and each person, Person (if any, who ) which controls such Bank Party a Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (includingdamages, without limitationliabilities, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees costs and expenses are reasonably incurred)(including reasonable attorneys’ fees) (collectively, joint or several“Losses”) caused by, that arise arising out of, resulting from or are based upon, (i) related to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary Prospectus or Prospectus relating to the Registration Statement Registrable Shares (as amended or supplemented from time to time), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing case of the Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages Losses are caused by or liabilities arise out of, contained in or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of the Sellers, such Holder or any Underwriter expressly for use therein, it being understood and agreed that therein (which was not subsequently corrected in writing prior to the only sale of Registrable Shares to the Person asserting the Loss in sufficient time to permit the Company to amend or supplement the Registration Statement or such information furnished Prospectus appropriately) or by any Underwriter consists the Holder’s failure to deliver a copy of the information described as Registration Statement or Prospectus or any amendments or supplements thereto after the Company has furnished the Holder with copies of the same. Notwithstanding the foregoing, the Company shall have no obligation to indemnify under this Section 4.01 to the extent any such in subsection Losses have been finally determined by a court of competent jurisdiction (cwhich determination has become nonappealable) belowto have resulted from a Seller’s, a Holder’s or an Underwriter’s willful misconduct or gross negligence.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting asof Sales Agent, or is otherwise deemed to bethe Forward Seller and the Forward Purchaser, an “underwriter” as defined in Section 2(a)(11) each of the Securities Act, its their respective affiliates, directors and officers and each person, if any, who controls such Bank Party Sales Agent, the Forward Seller or the Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, asserted as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any prospectus relating to the Shares, or any amendment or supplement thereto), any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Act, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter Sales Agent, the Forward Seller or the Forward Purchaser furnished to the Company in writing by such Underwriter Sales Agent, the Forward Seller or the Forward Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

Indemnification by the Company. The Company agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Bank Party that is acting asholder of Registrable Securities, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) their officers and directors and each Person who controls such holder (within the meaning of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party within ) (the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and "HOLDER INDEMNIFIED PARTIES") against any and all losses, claims, damages damages, liabilities and liabilities (including, without limitation, legal fees and other expenses reasonably incurred by such party in connection with any suit, actual or threatened action arising out of or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, Prospectus or caused by preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or therein (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing a preliminary Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were such statement was made, ) not misleading, in each case except insofar as such losses, claims, damages or liabilities the same arise out of, of or are based upon, upon any untrue statement or omission or alleged such untrue statement or omission made in reliance upon on and in conformity with any information relating to any Underwriter furnished in writing to the Company in writing by such Underwriter any underwriter or any holder or any of their counsel or other representatives expressly for use therein; PROVIDED, it being understood and agreed that the only Company shall not be liable in any such information furnished by case to the extent that any Underwriter consists such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the preliminary Prospectus or Prospectus, if such untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in the Prospectus or an amendment or supplement to the Prospectus, as applicable, and the Holder thereafter fails to deliver such Prospectus or Prospectus as so amended or supplemented, as applicable, prior to or concurrently with the sale of the information described Registrable Securities to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with a sufficient number of copies of the same. The Company shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as such in subsection (c) belowprovided above with respect to the indemnification of the Holder Indemnified Parties, if requested.

Indemnification by the Company. The Company agrees to will, notwithstanding any termination of this Agreement, indemnify and hold harmless each Bank Party that is acting asHolder, or is otherwise deemed to bethe officers, an “underwriter” as defined in Section 2(a)(11) directors, partners, members and shareholders of the Securities Act, its affiliates, directors and officers each Holder and each person, if any, Person who controls such Bank Party any Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the directors and officers of any such controlling Persons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilities damages, liabilities, costs (including, without limitation, legal fees reasonable costs of preparation and other reasonable attorneys’ fees) and expenses incurred in connection with any suit(collectively, action or proceeding or any claim asserted“Losses”), as such fees and expenses are reasonably incurred), joint arising out of or several, that arise out of, or are based upon, (i) in the case of the Registration Statement or in any amendments thereto, any untrue statement or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein to make the statements not misleading, or in the Registration Statement case of any Prospectus or caused by form of prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as to the extent, but only to the extent, that such losses, claims, damages untrue statements or liabilities arise out of, or omissions (1) are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company by or on behalf of any Holder expressly for use in a Registration Statement, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Underwriter expressly Holder for use thereinin the Registration Statement, such Prospectus or such form of Prospectus (it being understood and agreed that the only such information furnished to the Company by or on behalf of any Underwriter Holder consists of the information described in Annex A hereto, as may be amended in accordance with the provisions of this Agreement, for this purpose) or (2) resulted from the use by any Holder of an outdated or defective Prospectus after the Company has notified such Holder in subsection (c) belowwriting that such Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected.

Indemnification by the Company. The Company agrees to shall, notwithstanding termination of this Agreement, indemnify and hold harmless to the full extent permitted by applicable law, each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, Shareholders named in any Registration Statement filed pursuant to this Agreement and the officers and directors and officers of such Shareholders and each person, if any, who controls such Bank Party Shareholders within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Shareholder or such other Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement under which such Registrable Securities were registered under the Securities Act, or caused any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Shareholder, or any Issuer Free Writing Prospectus related to such registration, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading and, in any such case, the Company shall promptly reimburse such Shareholder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not misleadingbe required to indemnify any such person pursuant to this Section ‎7(a) to the extent that any such loss, claim, damage or liability (iior actions in respect thereof) any arises out of or is based upon (i) fraud or dishonesty or an untrue statement or alleged untrue statement of a material fact contained or omission or alleged omission made in the Prospectus (Registration Statement, or any amendment preliminary, final or supplement thereto)summary prospectus, any or Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act amendment or any Pricing Disclosure Package (including any Pricing Disclosure Package supplement thereto, that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary was furnished in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished writing to the Company in writing by such Underwriter person expressly for inclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, or (ii) the use therein, it being understood and agreed that the only such information furnished by any Underwriter consists such person of a prospectus in violation of any stop order or other suspension of the information described as such in subsection (c) belowRegistration Statement of which the Company made the Shareholder or other holder of Registrable Securities aware.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers Purchasers and each person, if any, who controls such Bank Party any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and to the fullest extent permitted by law, against any and all losses, claims, damages and damages, liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)expenses, joint or several, that to which such Purchasers or such controlling person may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement Statement, the Prospectus, or caused by any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein in any of them a material fact required to be stated therein or necessary in order to make the statements thereinin any of them, in light of the circumstances under which they were made (in the case of the Prospectus), not misleading, and will reimburse each Purchaser and each such controlling person for any legal and other expenses as such expenses are reasonably incurred by such Purchaser or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability, expense or action arises out of or is based upon (ii1) any an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or any amendment to or supplement of the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Purchaser expressly for use in the Registration Statement or the Prospectus, (2) the failure of such Purchaser to comply with the covenants and agreements contained in this Agreement respecting resale of the Purchased Shares, or (3) any untrue statement or omission of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinsuch statement, in light of the circumstances under which they were made, not misleading, misleading in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made Prospectus that is corrected in reliance upon and in conformity with any information relating to any Underwriter furnished subsequent Prospectus that was delivered to the Company in writing Purchaser before the pertinent sale or sales by such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) belowPurchaser.

Indemnification by the Company. The Company agrees shall, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Purchaser and any underwriter participating in the distribution, their respective officers, directors, partners and agents and employees of each Bank Party that is acting asof them, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and each person, if any, Person who controls the Purchaser or any such Bank Party underwriter (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act) and the officers, directors, partners, agents and employees of each such controlling person (individually, an "Indemnified Person") from and against any and all losses, claims, damages and liabilities damages, liabilities, costs (including, without limitation, legal costs of investigating, preparing to defend, defending and appearing as a third-party witness and attorneys' fees and other expenses incurred disbursements) and expenses, including any amounts paid in connection with respect of any suitsettlements (collectively, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred"Losses"), joint or several, that arise without duplication, as incurred, arising out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus, or in any amendment or supplements thereto or in any Preliminary Prospectus, or arising out of or based upon, in the case of the Registration Statement or caused by any amendments thereto, any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained and, in the case of the Prospectus (or form of prospectus, or in any amendment amendments or supplement supplements thereto), or in any Issuer Free Writing Preliminary Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading except, in each case except insofar as either case, (i) to the extent, but only to the extent, that such losses, claims, damages untrue or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission has been made therein in reliance upon and in conformity with any information relating to any Underwriter furnished in writing to the Company in writing by such Underwriter Indemnified Person expressly for use therein, therein and (ii) if the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof did not receive a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person (if it being understood and agreed is determined that the only Company has provided such information furnished by any Underwriter consists Preliminary Prospectus and it was the responsibility of such Indemnified Person to provide such person with a current copy of the information described Prospectus or amended or supplemented Prospectus, as the case may be) and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in subsection the amended Preliminary Prospectus or the final Prospectus (c) belowor the final Prospectus as amended and supplemented).

Indemnification by the Company. The Company agrees Holdings shall, without limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each Bank Party that is acting asholder of Registrable Securities, or is otherwise deemed to bethe officers, an “underwriter” as defined in Section 2(a)(11) directors, agents and employees of the Securities Acteach of them, its affiliates, directors and officers and each person, if any, Person who controls each such Bank Party holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), the officers, directors, agents and employees of each such controlling person and any financial or investment adviser (each, an “Indemnified Party”), to the fullest extent lawful, from and against any and all losses, claims, damages and liabilities damages, liabilities, actions or proceedings (whether commenced or threatened) reasonable costs (including, without limitation, legal fees reasonable costs of preparation and other reasonable attorneys’ fees) and reasonable expenses incurred in connection with any suit(including reasonable expenses of investigation) (collectively, action or proceeding or any claim asserted“Losses”), as such fees and expenses are reasonably incurred), joint arising out of or several, that arise out of, or are based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, prospectus or caused by form of prospectus or in any amendment or supplements thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, except to the extent that the same arise out of or are based upon information furnished in writing to Holdings by such Indemnified Party or the related holder of Registrable Securities expressly for use therein or (ii) any violation by Holdings of any federal, state or common law rule or regulation applicable to Holdings and relating to action required of or inaction by Holdings in connection with any such registration; provided, however, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriters within the meaning of the Securities Act to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission made in any preliminary prospectus if (x) such Person failed to state therein send or deliver a material fact necessary in order to make the statements therein, in light copy of the circumstances under prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which they were madesuch Losses arise, not misleading, in each case except insofar as (y) the prospectus would have corrected such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or such omission or alleged omission, and (z) Holdings has complied with its obligations under Section 5.4(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) belowindemnified party.

Indemnification by the Company. The Company agrees to indemnify shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Bank Party that is acting asHolder, or is otherwise deemed to bethe officers, an “underwriter” as defined in Section 2(a)(11) directors, agents, partners, members, managers, stockholders, Affiliates and employees of the Securities Acteach of them, its affiliates, directors and officers and each person, if any, Person who controls any such Bank Party Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilities damages, liabilities, costs (including, without limitation, legal fees reasonable costs of preparation and other investigation and reasonable attorneys’ fees) and expenses incurred in connection with any suit(collectively, action or proceeding or any claim asserted“Losses”), as such fees and expenses are reasonably incurred), joint or several, that arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus, or in any amendment or supplement thereto (it being understood that the Registration Statement Holder has approved Annex A hereto for this purpose) or caused by in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or therein (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of any Prospectus (or any amendment form of prospectus or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose), (B) in the case except insofar as of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such lossesHolder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(f) below, claims, damages but only if and to the extent that following the receipt of the Advice the misstatement or liabilities omission giving rise to such Loss would have been corrected or (C) any such Losses arise out of, of the Purchaser’s (or are based upon, any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged untrue omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission made was corrected in reliance upon and such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in conformity connection with any information relating to any Underwriter furnished to the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in writing full force and effect regardless of any investigation made by such Underwriter expressly for use therein, it being understood or on behalf of an Indemnified Party (as defined in Section 5(c)) and agreed that shall survive the only such information furnished by any Underwriter consists transfer of the information described as such in subsection (c) belowRegistrable Securities by the Holders.

Indemnification by the Company. The Company agrees to indemnify indemnify, defend and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActPlacement Agent, its affiliatesaffiliates and their respective partners, directors members, directors, officers, employees and officers agents and each person, if any, any person who controls such Bank Party the Placement Agent or any affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (collectively, the “Agent Indemnified Parties”), from and against any and all lossesloss, claimsexpense, damages and liabilities liability, damage or claim (includingincluding the reasonable cost of investigation) which, without limitationjointly or severally, legal fees and other expenses incurred in connection with any suitthe Agent Indemnified Parties may incur under the Securities Act, action the Exchange Act or proceeding or any claim assertedotherwise, insofar as such fees and expenses are reasonably incurred)loss, joint expense, liability, damage or several, that arise claim arises out of, of or are is based upon, upon (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused any amendment thereof), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any omission or alleged omission to state therein a material fact required to be stated therein in any such Registration Statement, or necessary in order to make the statements therein, made therein not misleading, or (ii3) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each case except of clauses (1), (2) and (3), insofar as any such lossesloss, claimsexpense, damages liability, damage or liabilities arise claim arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged untrue statement omission of a material fact required to be stated therein or omission made necessary to make the statements therein (in reliance upon the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each such case, to the extent contained in and in conformity with the Agent Information (as defined below). If any information relating action is brought against the Agent Indemnified Parties in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action, and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any Underwriter furnished failure or delay to so notify the Company, as the case may be, will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is materially prejudiced by such failure or delay. The Agent Indemnified Parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Agent Indemnified Parties unless the employment of such counsel shall have been authorized in writing by the Company, as the case may be, in connection with the defense of such action, or the Company shall not have employed counsel reasonably satisfactory to the Agent Indemnified Parties, as the case may be, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in writing which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter expressly for use therein, the Company and paid as incurred (it being understood and agreed understood, however, that the only Company shall not be liable for the expenses of more than one separate firm of attorneys for the Agent Indemnified Parties in any one action or series of related actions in the same jurisdiction (other than local counsel in any such information furnished by jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any Underwriter consists settlement of any such claim or action effected without its written consent. The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the information described as such in subsection (c) belowCompany may otherwise have.

Indemnification by the Company. The Whenever a Registration Statement is filed hereunder, the Company agrees will (except as to matters covered by Section 7(b)) indemnify and hold harmless each Bank Party that is acting asParticipant in the registration, or is otherwise deemed to beeach of their respective officers, an “underwriter” as defined in Section 2(a)(11) of the Securities Actdirectors, its affiliatesmembers, directors managers, partners and officers employees, and each personPerson, if any, who controls any such Bank Party Participant within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (collectively, from and the “Participant Indemnitees” and, individually, a “Participant Indemnitee”), against any and all losses, claims, damages and liabilities (includingdamages, without limitationliabilities, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees costs and expenses are reasonably incurred(including reasonable attorneys’ fees), joint or several, that to which such Participant Indemnitees, or any of them, may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages, liabilities, cost or expenses (or actions in respect thereof) arise out of, of or are based upon, upon (i) any untrue statement or alleged untrue statement of a any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, or the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or therein (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or case of any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, ) not misleading, in each case except insofar as such losses, claims, damages damages, liabilities, costs or liabilities arise out of, or expenses are based upon, any caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with any information relating to any Underwriter of the Holders furnished in writing to the Company by any of the Holders, or (ii) any violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of any of its obligations under this Agreement or with the Registration Statement or the offering contemplated thereby, except where such violation is the direct result of an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing by such Underwriter expressly for use therein, it being understood and agreed that to the only such information furnished Company by any Underwriter consists of the information described as such in subsection (c) belowHolders.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting asHolder, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Holder within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and or other expenses reasonably incurred in connection with defending or investigating any suit, such action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (iclaim) caused by any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or any amendment thereof, any preliminary Prospectus or preliminary Offering Document or the Prospectus or Offering Document (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, misleading in light of the circumstances under in which they were are made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, caused by any such untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with any information relating to any Underwriter Holder furnished to the Company in writing by such Underwriter Holder expressly for use therein, it being understood and agreed ; provided that the only indemnification contained in this paragraph shall not inure to the benefit of any Holder (or to the benefit of any such information furnished affiliate of such Holder) on account of any such losses, claims, damages or liabilities caused by any Underwriter consists untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary Prospectus or preliminary Offering Document if the Company has performed its obligations under Section 4 hereof and if (x) such Holder failed to send or deliver a copy of the information described as Prospectus or Offering Document with or prior to the delivery of written confirmation of the sale by such in subsection Holder to the person asserting the claim from which such losses, claims, damages or liabilities arise and (cy) belowthe Prospectus or Offering Document would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission.

Indemnification by the Company. As used in this Agreement, the term "Liabilities" shall mean any and all losses, claims, damages and liabilities, and actions and proceedings in respect thereof (including without limitation all reasonable costs of defense and investigation and all attorneys' fees) including without limitation those asserted by any party to this Agreement against any other party to this Agreement. The Company agrees to indemnify hereby indemnifies and hold holds harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers Underwriters and each person, if any, who controls such Bank Party the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)Liabilities, joint or several, that to which the Underwriters or such controlling person may become subject, under the Act or otherwise, insofar as such Liabilities arise out of, of or are based upon, : (i) any untrue statement or alleged untrue statement of a any material fact fact, in light of the circumstances in which it was made, contained in (A) the Registration Statement or caused any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, or (B) any "blue sky" application or other document executed by the Company specifically for that purpose, or based upon written information furnished by the Company, filed in any state or other jurisdiction in order to qualify any or all of the Securities under the securities laws thereof (any such application, document or information being herein called a "Blue Sky Application"); or (ii) the omission or alleged omission to state therein in the Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, or in any Blue Sky Application, a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under in which they were it was made, not misleading; provided, however, that the Company shall not be liable in each any such case except insofar as to the extent, but only to the extent, that any such losses, claims, damages or liabilities Liabilities arise out of, of or are based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission (x) made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing through you by such Underwriter expressly or on behalf of the Underwriters specifically for use therein, it being understood and agreed that in the only such information furnished by any Underwriter consists preparation of the information described as Registration Statement or any such amendment thereto, or the Prospectus or any such Preliminary Prospectus, or any such amendment or supplement thereto, or any such Blue Sky Application or (y) corrected by the final Prospectus and the failure of the Underwriters to deliver the final Prospectus. The foregoing indemnity shall be in subsection (c) belowaddition to any other liability which the Company may otherwise have.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActStandby Purchaser, its affiliatesAffiliates, directors and officers and each personof their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees and each other Person, if any, who controls such Bank Party (within the meaning of Section 15 of the Securities Act) such Standby Purchaser or its Affiliates (all such Persons being hereinafter referred to, collectively, as the “Standby Indemnified Persons”) against any losses, claims, damages, liabilities or expenses (collectively, the “Losses”) to which any Standby Indemnified Person may become subject, under the Securities Act or Section 20 of the Exchange Actotherwise, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are reasonably incurred), joint Losses (or several, that actions in respect thereof as contemplated below) arise out of, of or are based uponupon (W) any failure by the Company to comply with the covenants and agreements contained in this Agreement, (iX) any an untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement Statement, as amended, including the Base Prospectus and all other documents filed as a part thereof or caused incorporated by any reference, or an 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 light of the circumstances under which they were made, not misleading, or at the time of effectiveness of the Registration Statement, (iiY) any an untrue statement or alleged untrue statement of a any material fact contained in the Prospectus (Supplement, Resale Prospectus, or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any an 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 light of the circumstances under which they were made, not misleading, in each case except insofar the forms first filed with the Commission pursuant to Rule 424(b) of the Securities Act, or any amendment or supplement thereto, or (Z) any breach of a representation or warranty or breach of or failure to perform any covenant or agreement on the part of the Company contained in this Agreement; and the Company will promptly reimburse the Standby Indemnified Persons for any legal and other expenses as such lossesexpenses are reasonably incurred by the Standby Indemnified Persons in connection with investigating, claimsdefending or preparing to defend, damages settling, compromising or liabilities paying any such Losses; provided, however, that the Company will not be liable in any such case to the extent that any such Losses arise out of, of or are based upon, any upon (i) an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Prospectus Supplement or the Resale Prospectus or any amendment or supplement thereto in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter Standby Purchaser or its Affiliates expressly for use therein, it being understood (ii) the failure of such Standby Purchaser to perform any covenant and agreed that agreement contained in this Agreement with respect to the only such information furnished by any Underwriter consists sale of the information described as New Shares purchased pursuant to the Standby Purchase Commitment, (iii) the inaccuracy of any representation or warranty made by such Standby Purchaser in subsection this Agreement, (civ) belowany statement or omission in any Prospectus Supplement or Resale Prospectus that is corrected in any subsequent Prospectus Supplement or Resale Prospectus that was delivered to such Standby Purchaser prior to the pertinent sale or sales by such Standby Purchaser or (v) the gross negligence or willful misconduct of any Standby Indemnified Person.

Indemnification by the Company. The In consideration of each Investor’s execution and delivery of this Agreement and in addition to all of the Company’s other obligations under this Agreement, subject to the provisions of this Section 8.4, the Company agrees to shall indemnify and hold harmless each Bank Party that is acting asInvestor, each of its (as applicable) directors, officers, shareholders, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11any other title) of the Securities Act, its affiliates, directors and officers and each personPerson, if any, who controls such Bank Party the Investor (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) (each, an “Investor Party”), from and against any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and liabilities expenses (includingincluding all judgments, without limitationamounts paid in settlement, legal court costs, reasonable attorneys’ fees and other expenses incurred in connection with costs of defense and investigation) (collectively, “Damages”) that any Investor Party may suffer or incur as a result of or relating to any action, suit, action claim or proceeding (including for these purposes a derivative action brought on behalf of the Company) instituted against such Investor Party arising out of or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, resulting from (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement under which such Registrable Securities are registered or caused sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Company including any report and other document filed under the Exchange Act or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or therein (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing preliminary Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, ) not misleading; provided, in each case except insofar as however, that the foregoing indemnity will not apply to any Damages to the extent, but only to the extent, that such losses, claims, damages or liabilities Damages arise out of, of or are based upon, result from any untrue statement or omission or alleged untrue statement or omission made contained in reliance upon and in conformity with any information relating to any Underwriter such Investor furnished in writing by an Investor Party (other than another Investor) to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such inclusion in subsection (c) belowa Registration Statement.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless the Investor, each Bank Party that is acting asof its directors, or is otherwise deemed to beofficers, an “underwriter” as defined in Section 2(a)(11) of the Securities Actpartners, its affiliatesemployees and Affiliates, directors and officers and each personPerson, if any, who controls such Bank Party the Investor within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act from and against any and all losses, claims, damages damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys’ fees) to which the Investor and each such other Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon (including, without limitation, legal fees a) any violation of United States federal or state securities laws or the rules and other expenses incurred regulations of the Trading Market in connection with any suit, action or proceeding the transactions contemplated by this Agreement by the Company or any claim assertedof its affiliates, as such fees and expenses are reasonably incurred)officers, joint directors or several, that arise out of, or are based uponemployees, (ib) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Registration Statement or caused by any amendment thereto or any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (iic) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Prospectus (or any amendment or supplement thereto)Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or in any “issuer information” filed or required to be filed pursuant to (as defined in Rule 433(d) 433 under the Securities Act Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained in any Free Writing Prospectus, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)amendment or supplement thereto, or caused by any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, in each case except insofar as however, that (A) the Company shall not be liable under this Section 8.1(i) to the extent that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense resulted directly and solely from any such acts or failures to act, undertaken or omitted to be taken by the Investor or such Person through its bad faith or willful misconduct, (B) the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter or on behalf of the Investor expressly for use thereinin the Current Report or any Prospectus Supplement or Permitted Free Writing Prospectus, it being understood or any amendment thereof or supplement thereto, and agreed that (C) with respect to the only such information furnished by any Underwriter consists Prospectus, the foregoing indemnity shall not inure to the benefit of the information described Investor or any such Person from whom the Person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of all Prospectus Supplements required to be filed pursuant to Section 1.4, together with the Base Prospectus, were timely delivered or made available to the Investor pursuant hereto and a copy of the Base Prospectus, together with a Prospectus Supplement (as applicable), was not sent or given by or on behalf of the Investor or any such Person to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such Person, and if delivery of the Base Prospectus, together with a Prospectus Supplement (as applicable), would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company shall reimburse the Investor and each such controlling Person promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by the Investor or such indemnified Persons in subsection (c) belowinvestigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActUnderwriter, its affiliates, directors and officers and each person, if any, who controls such Bank Party Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of, of or are based upon, : (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 caused by any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show as defined in Rule 433(h) under the Act (a “road show”), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (iiiii) any untrue statement investigation or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused proceeding by any governmental authority, commenced or threatened (whether or not any Underwriter is a target of or party to such investigation or proceeding); and the Company will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred 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 light of the circumstances under which they were made, therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in each case except insofar connection with investigating or defending against such loss, claim, damage, liability or action as such lossesexpenses are incurred; provided, claimshowever, damages that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or liabilities arise action arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such you, or by any Underwriter expressly through you, specifically for use therein, in the preparation thereof; it being understood and agreed that the only such information furnished by any an Underwriter consists of the information described as such in subsection (c) belowSection 6(e).

Indemnification by the Company. The Company agrees to indemnify indemnify, defend and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActPlacement Agent, its affiliatesaffiliates and their respective partners, directors members, directors, officers, employees and officers agents and each person, if any, any person who controls such Bank Party the Placement Agent or any affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (collectively, the “Agent Indemnified Parties”), from and against any and all lossesloss, claimsexpense, damages and liabilities liability, damage or claim (includingincluding the reasonable cost of investigation) which, without limitationjointly or severally, legal fees and other expenses incurred in connection with any suitthe Agent Indemnified Parties may incur under the Securities Act, action the Exchange Act or proceeding or any claim assertedotherwise, insofar as such fees and expenses are reasonably incurred)loss, joint expense, liability, damage or several, that arise claim arises out of, of or are is based upon, upon (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused any amendment thereof), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any omission or alleged omission to state therein a material fact required to be stated therein in any such Registration Statement, or necessary in order to make the statements therein, made therein not misleading, or (ii3) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each case except of clauses (1), (2) and (3), insofar as any such lossesloss, claimsexpense, damages liability, damage or liabilities arise claim arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged untrue statement omission of a material fact required to be stated therein or omission made necessary to make the statements therein (in reliance upon the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each such case, to the extent contained in and in conformity with any information relating the Agent Information (as defined below). The indemnity agreement set forth in this Section 10(a) shall be in addition to any Underwriter furnished liability which the Company may otherwise have. If any action is brought against the Agent Indemnified Parties in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action, and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Agent Indemnified Parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Agent Indemnified Parties unless the employment of such counsel shall have been authorized in writing by the Company, as the case may be, in connection with the defense of such action, or the Company shall not have employed counsel reasonably satisfactory to the Agent Indemnified Parties, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in writing which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter expressly for use therein, the Company and paid as incurred (it being understood and agreed understood, however, that the only Company shall not be liable for the expenses of more than one separate firm of attorneys for the Agent Indemnified Parties in any one action or series of related actions in the same jurisdiction (other than local counsel in any such information furnished by jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any Underwriter consists settlement of the information described as any such in subsection (c) belowclaim or action effected without its consent.

Indemnification by the Company. The In the event of any registration of any securities of the Company agrees under the Securities Act pursuant to Section 5.1 or Section 5.2, to the fullest extent permitted by law, the Company will indemnify and hold harmless each Bank Party that is acting asHolder, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) each Affiliate of the Securities Act, its affiliates, such Holder and their respective directors and officers officers, members or general and limited partners (and the directors, officers, employees, affiliates and each person, if any, Person who controls such Bank Party Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (hereinafter referred to as a “Controlling Person”) of any of the foregoing), from and each underwriter, if any, and each Person who controls within the meaning of Section 15 of the Securities Act any underwriter (collectively, the “Seller Indemnified Parties”), against any and all claims, losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that arise actions or proceedings (whether commenced or threatened in writing) in respect thereof (“Claims”) and expenses arising out of, of or are based upon, on: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement (or caused any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein, therein not misleading, or in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in the a Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein therefrom of a material fact fact, in each case, necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus prepared by it or authorized by it in writing for use by such Holder (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Company will reimburse each such Seller Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable out-of-pocket expenses incurred in connection with investigating and defending or settling any such Claim; provided that the Company will not be liable in any such case except insofar as to the extent that any such lossesclaim, claimsloss, damages or liabilities arise out ofdamage, liability, or are action arises out of or is based upon, on any untrue statement or alleged untrue statement or omission or alleged omission by such Holder or underwriter but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter expressly Holder and stated to be specifically for use therein; and provided, it being understood and agreed further, that the only indemnity agreement contained in this Section 5.8(a) shall not apply to amounts paid in settlement of any such information furnished by any Underwriter consists Claim if such settlement is effected without the consent of the information described as Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that the Company will not be liable to any Seller Indemnified Parties pursuant to this Section 5.8(a) to the extent that any Claims for which such Seller Indemnified Party seeking indemnification relates to a sale of Registrable Securities in subsection (c) belowviolation of Section 5.3(b)(v).

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActUnderwriter, its affiliates, directors and officers and each person, if any, who controls such Bank Party Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of, of or are based upon, (i) any upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 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, the Time of Sale Disclosure Package, the Prospectus, or caused by any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations or any road show as defined in Rule 433(h) under the Act (a “road show”), 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 in order to make the statements therein, therein not misleading, and will reimburse the Underwriter for any out-of-pocket legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (iix) the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such the Underwriter expressly specifically for use therein, in the preparation thereof; it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in subsection Section 6(f), and (cy) belowthe Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Selling Stockholder Information.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers Standby Purchaser and each personStandby Purchaser/Affiliate, if any, who controls such Bank Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and damages, liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)expenses, joint or several, that to which the Standby Purchaser or Standby Purchaser/Affiliates may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of, of or are based upon, upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, including the Shelf Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Shelf Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rules 430B, 430C or 434, of the Rules and Regulations, or the Shelf Prospectus, in the form first filed with the Commission pursuant to Rule 424(b) of the Regulations, or filed as part of the Shelf Registration Statement at the time of effectiveness if no Rule 424(b) filing is required or caused by any amendment or supplement thereto, (ii) the omission or alleged omission to state therein in any of the foregoing of a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (Shelf Registration Statement or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed thereto not misleading or required to be filed pursuant to Rule 433(d) under in the Securities Act Shelf Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), amendment or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, supplement thereto not misleading in light of the circumstances under which they were made, not misleading(iii) any breach of a representation or warranty or breach of or failure to perform any covenant or agreement on the part of the Company contained in this Agreement, in or any other agreement or instrument furnished by the Company to the Standby Purchaser pursuant to this Agreement or (iv) third party claims or demands relating to the fact that the Standby Purchaser is a party to this Agreement; and the Company will promptly reimburse the Standby Purchaser and each case except insofar Standby Purchaser/Affiliate for any legal and other expenses as such lossesexpenses are reasonably incurred by the Standby Purchaser or such Standby Purchaser/Affiliate in connection with investigating, claimsdefending or preparing to defend, damages settling, compromising or liabilities arise paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable for 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, and the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of, of or are is based upon, any upon (i) an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Shelf Registration Statement, the Shelf Prospectus or any amendment or supplement thereto in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter or on behalf of the Standby Purchaser expressly for use therein, it being understood and agreed that or (ii) the only such information furnished by any Underwriter consists failure of the information described as such Standby Purchaser to comply with the covenants and agreements contained in subsection this Agreement with respect to the sale of the Shares, or (ciii) belowthe inaccuracy of any representation or warranty made by the Standby Purchaser herein or (iv) any statement or omission in any Shelf Prospectus that is corrected in any subsequent Shelf Prospectus that was delivered to the Standby Purchaser prior to the pertinent sale or sales by the Standby Purchaser or (v) the gross negligence or willful misconduct of the Standby Purchaser or any of its Affiliates.

Indemnification by the Company. The In the event of any registration of any securities of the Company agrees under the Securities Act pursuant to Section 3.1 or Section 3.2, the Company will, and it hereby does, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Shareholder, each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) Affiliate of the Securities ActShareholder and any of their respective directors, its affiliatesofficers, directors employees, agents, investment advisors, partners, members and officers controlling Persons, and the officers, directors, agents and employees of each person, if any, who controls such Bank Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actcontrolling Person, from and against any and all losses, claims, damages and liabilities damages, costs (including, without limitation, legal fees reasonable attorneys’ fees), liabilities, and other expenses incurred in connection with any suit(collectively, action or proceeding or any claim asserted“Losses”), as such fees and expenses are reasonably incurred), joint arising out of or several, that arise out of, or are based upon, relating to (ia) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, under which Registrable Securities were registered under the Registration Statement Securities Act, or caused any document incorporated by reference therein and other documents filed under the Exchange Act, or (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or therein (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinprospectus, in light of the circumstances under which they were made, ) not misleading; except to the extent, in each case except insofar as but only to the extent, that any such losses, claims, damages or liabilities Losses arise out of, of or are based upon, upon any untrue statement or omission or alleged untrue made in such registration statement or omission made amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter the Shareholder expressly for use therein; and provided, it being understood and agreed further, that the Company shall not be liable to the extent that any Losses arise out of or are based upon the use of any prospectus after such time as the Company has advised the Shareholder in writing that a post-effective amendment or supplement thereto is required, but only such information furnished by any Underwriter consists if and to the extent that following receipt of the information described as amended or supplement prospectus the misstatement or omission giving rise to such in subsection (c) belowindemnification obligation would have been corrected.

Indemnification by the Company. The Company agrees to indemnify and hold harmless the KKR Holder, each Bank Party that is acting asHolder who provided the Questionnaire and the other information to the Company in accordance with Section 2.1(d) and each of their respective directors, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and employees and agents and each personPerson, if any, who controls the KKR Holder or such Bank Party Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, from and 1934 Act (each of the foregoing is referred to herein as an “indemnified party”) (i) against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, legal fees and other expenses incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are reasonably incurred)indemnified party may become subject, joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (ix) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement (or, in each case, any amendment or caused supplement thereto), including all documents incorporated therein by any reference, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iiy) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)all documents incorporated therein by reference, or caused by any the omission or alleged omission to state therein therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (z) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus prepared by it or authorized by it in writing for use by such Holder (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) against any and all reasonable out-of-pocket expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) above; and to reimburse each case except insofar indemnified party for any and all expenses (including the fees and disbursements of counsel chosen by the indemnified parties) as such lossesexpenses are reasonably incurred by such indemnified party in connection with investigating, claimsdefending, damages settling, compromising or liabilities arise paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense incurred by an indemnified party to the extent, but only to the extent, (A) arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter indemnified party expressly for use thereinin the Shelf Registration Statement (or, it being understood and agreed in each case, any amendment or supplement thereto), any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) or (B) use of a Prospectus during a period when use of such Prospectus has been suspended pursuant to Section 2.4 hereof, provided that such Holder has received notice of such suspension. The indemnity agreement set forth in this Section 4(a) shall be in addition to any liabilities that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) belowCompany may otherwise have.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers Investor and each personunderwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each Person who controls such Bank Party underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act (each such Person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) any upon an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or caused by any an omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any an 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, not misleading; and the Company hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in each any such case except insofar as to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any upon (i) an untrue statement or omission or alleged untrue statement made in, or an omission made or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter Indemnified Person expressly for use therein, it being understood and agreed that therein or (ii) in the only such information furnished by any Underwriter consists case of the information described as occurrence of an event of the type specified in Section 1.2(e), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to such in subsection (c) belowIndemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

Indemnification by the Company. The Company agrees to indemnify shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Bank Party that is acting asHolder, or is otherwise deemed to bethe officers, an “underwriter” as defined in Section 2(a)(11) directors, agents, partners, members, managers, stockholders, Affiliates and employees of the Securities Acteach of them, its affiliates, directors and officers and each person, if any, Person who controls any such Bank Party Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages expenses, damages, liabilities and liabilities costs (including, without limitation, legal fees reasonable costs of preparation and other expenses incurred investigation and reasonable attorneys' fees, all of which shall be payable quarterly in connection with any suitarrears as they are incurred) (collectively, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred"Losses"), joint or several, that arise out of, of or are based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, any Prospectus or caused by any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or therein (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of any Prospectus (or any amendment form of prospectus or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, ) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose) or (B) in the case except insofar as of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such lossesHolder that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(d) below, claims, damages to the extent that following the receipt of the Advice the misstatement or liabilities omission giving rise to such Loss would have been corrected or (C) to the extent that any such Losses arise out ofof the Purchaser's (or any other indemnified Person's) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or are based upon, any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged untrue omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission made was corrected in reliance upon and such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in conformity connection with any information relating to any Underwriter furnished to the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in writing full force and effect regardless of any investigation made by such Underwriter expressly for use therein, it being understood or on behalf of an Indemnified Party (as defined in Section 5(c)) and agreed that shall survive the only such information furnished by any Underwriter consists transfer of the information described as such in subsection (c) belowRegistrable Securities by the Holders.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless the Investor, each Bank Party that is acting asof its directors, or is otherwise deemed to beofficers, an “underwriter” as defined in Section 2(a)(11) of the Securities Actpartners, its affiliatesemployees, directors investment managers, investment advisors and officers Affiliates, and each personPerson, if any, who controls such Bank Party the Investor within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (includingincluding reasonable costs of defense and investigation and all reasonable attorneys’ fees) to which the Investor and each such other Person may become subject, without limitationunder the Securities Act or otherwise, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees losses, claims, damages, liabilities and expenses are reasonably incurred), joint or several, that arise out of, of or are based upon, upon (i) any untrue statement violation of United States federal or alleged untrue statement state securities laws or the rules and regulations of a material fact contained the Trading Market in connection with the Registration Statement transactions contemplated by this Agreement by the Company or caused by any omission of its Subsidiaries, affiliates, officers, directors or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinemployees, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Prospectus (Registration Statement or any amendment thereto or supplement thereto)any omission or alleged omission to state therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact contained, or incorporated by reference, in the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or in any “issuer information” filed or required to be filed pursuant to (as defined in Rule 433(d) 433 under the Securities Act Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained in any Free Writing Prospectus, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)amendment or supplement thereto, or caused by any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, in each case except insofar as however, that (A) the Company shall not be liable under this Section 8.1(a) to the extent that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense resulted directly and solely from any such acts or failures to act, undertaken or omitted to be taken by the Investor or such Person through its bad faith or willful misconduct, (B) the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter or on behalf of the Investor expressly for use thereinin the Current Report or any Prospectus Supplement or Permitted Free Writing Prospectus, it being understood or any amendment thereof or supplement thereto, and agreed that (C) with respect to the only such information furnished by any Underwriter consists Prospectus, the foregoing indemnity shall not inure to the benefit of the information described Investor or any such Person from whom the Person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of all Prospectus Supplements required to be filed pursuant to Section 1.4, together with the Base Prospectus, were timely delivered or made available to the Investor pursuant hereto and a copy of the Base Prospectus, together with a Prospectus Supplement (as applicable), was not sent or given by or on behalf of the Investor or any such Person to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such Person, and if delivery of the Base Prospectus, together with a Prospectus Supplement (as applicable), would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company shall reimburse the Investor and each such controlling Person promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by the Investor or such indemnified Persons in subsection (c) belowinvestigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Company. The Company agrees shall (and shall cause each Subsidiary Guarantor, jointly and severally, to) without limitation as to time, indemnify and hold harmless each Bank Party that is acting asHolder of Registrable Notes, Exchange Notes, Private Exchange Notes or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers Registrable Warrant Shares and each personParticipating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Bank Party Holder (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) and the officers, directors and partners of each such Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages and liabilities damages, liabilities, costs (including, without limitation, legal reasonable costs of preparation and reasonable attorneys' fees as provided in this Section 8) and other expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any suitof the foregoing)(collectively, action or proceeding or any claim asserted"Losses"), as such fees and expenses are reasonably incurred), joint directly or severalindirectly caused by, that arise out ofrelated to, or are based upon, (i) arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, Prospectus or caused by form of prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such lossesLosses are solely based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or its counsel expressly for use therein; provided, claimshowever, damages or liabilities arise out of, or are based upon, that the Company will not be liable to any Indemnified Party under this Section 8 to the extent Losses were solely caused by an untrue statement or omission or alleged untrue statement or omission that was contained or made in reliance upon any preliminary prospectus and corrected in conformity the Prospectus or any amendment or supplement thereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Warrant Shares, Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with any information relating to any Underwriter furnished or prior to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists confirmation of the information described sale of such Registrable Warrant Shares, Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Issuer with Section 6 of this Agreement. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such in subsection Persons (cwithin the meaning of Section 5 of the Securities Act or Section 20(a) belowof the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting asUnderwriter, or is otherwise deemed to bethe Forward Seller and the Forward Counterparty, an “underwriter” as defined in Section 2(a)(11) and each of the Securities Act, its their respective affiliates, directors and officers and each person, if any, who controls such Bank Party Underwriter, the Forward Seller and the Forward Counterparty, as the case may be, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Information 8-K, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter Underwriter, the Forward Seller or the Forward Counterparty furnished to the Company in writing by such Underwriter Underwriter, the Forward Seller and the Forward Counterparty through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter Underwriter, the Forward Seller or the Forward Counterparty consists of the information described as such in subsection (cb) below.

Indemnification by the Company. The In the case of any offering registered pursuant to this Agreement, the Company agrees to indemnify and hold harmless the Purchaser, each Bank Party that is acting asof its directors and officers, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) each underwriter of shares of Subject Stock under such registration and each person who controls any of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and harmless against any and all losses, claims, damages or liabilities, including any of the foregoing incurred in settlement of any litigation commenced or threatened, to which they or any of them may become subject under the Securities Act or any other statute or common law or otherwise, and liabilities (includingto reimburse them, without limitationfrom time to time upon request, for any legal fees and or other expenses incurred by them in connection with investigating any suitclaims and defending any actions, action insofar as any such losses, claims, damages, liabilities or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that actions shall arise out of, of or are shall be based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement relating to the sale of such shares of Subject Stock, or caused by any the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (as amended or supplemented if the Prospectus (or Company shall have filed with the SEC any amendment thereof or supplement thereto) if used prior to the effective date of such registration statement or contained in the prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment thereof or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or if used within the period during which the Company shall be required to be filed keep the registration statement to which such prospectus relates current pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)terms of this Agreement, or caused by any the omission or alleged omission to state therein (if so used) a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the indemnification agreement contained in each case except insofar as this Section 6(a) shall not apply to such losses, claims, damages damages, liabilities or actions which shall arise from the sale of shares of Subject Stock to any person if such losses, claims, damages, liabilities or actions shall arise out of, of or are shall be based upon, upon any such untrue statement or alleged untrue statement, or any such omission or alleged untrue omission, if such statement or omission shall have been (x) made in reliance upon and in conformity with any information relating to any Underwriter furnished in writing to the Company in writing by Purchaser or any such Underwriter expressly underwriter specifically for use therein, it being understood and agreed that in connection with the only such information furnished by any Underwriter consists preparation of the information described registration statement or any preliminary prospectus or prospectus contained in the registration statement or any such amendment thereof or supplement thereto, or (y) made in any preliminary prospectus, and the prospectus contained in the registration statement as declared effective or in the form filed by the Company with the SEC pursuant to Rule 424 under the Securities Act shall have corrected such in subsection (c) belowstatement or omission and a copy of such prospectus shall not have been sent or given to such person at or prior to the confirmation of such sale to him or her.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActUnderwriter, its affiliates, directors and officers and each person, if any, who controls such Bank Party Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of, of or are based upon, (i) any upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or caused by any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any road show as defined in Rule 433(h) under the Act (a “road show”), 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 in order to make the statements therein, therein not misleading, and will reimburse each Underwriter for any legal or (ii) other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such you, or by any Underwriter expressly through you, specifically for use therein, in the preparation thereof; it being understood and agreed that the only such information furnished by any an Underwriter consists of the information described as such in subsection (c) belowSection 6(e).

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless each Bank Party that is acting asHolder (other than the Company), or is otherwise deemed to the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and each personPerson, if any, who controls such Bank Party Holder, the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesExpenses to which such Holder, claimsthe Trust, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding the Trustee or any claim assertedagent thereof or any controlling Person of such Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such fees Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and expenses are reasonably incurred), joint or several, that arise out of, or are based upontime as of which such Registration Statement was declared effective by the SEC, (iii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Registration Statement Securities Act, the Exchange Act or caused by any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading; provided, however, that the Company shall not be liable to and shall not indemnify the Holders (other than the Company), the Trustee or any agents or controlling Persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise Expense arises out of, is based upon or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity is connected with any information relating to any Underwriter (a) the Trustee in its individual capacity or (b) such Holder, in either case prepared or furnished to by the Company in writing by Trustee or such Underwriter Holder, as the case may be, expressly for use thereinin any Registration Statement, it being understood any preliminary Prospectus or any Prospectus; and agreed provided, further, that the only Company shall not be liable to the Holders (other than the Company), the Trustee or any agents or controlling Persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trustee in its individual capacity prepared or furnished by the Trustee and the Trustee is found liable or (b) such Holder prepared or furnished by such Holder and such Holder is found liable. Subject to Section 6(e) of this Agreement, the Company shall reimburse the Holders (other than the Company), the Trust and the Trustee and any Underwriter consists agents or controlling Persons thereof for any legal or other expenses reasonably incurred by the Holders (other than the Company), the Trust and the Trustee or any agent or controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the information described as such in subsection Holders (c) belowother than the Company), the Trust and the Trustee or any agent or controlling Persons thereof is entitled to indemnity by the Company under this Agreement.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActUnderwriter, its affiliates, directors and officers and each person, if any, who controls such Bank Party Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 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, or caused by arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated thereon or necessary in order to make the statements therein not misleading, (ii) an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Underwriter for any legal or other expenses reasonably incurred by it in each case except insofar connection with investigating or defending against such loss, claim, damage, liability or action as such lossesexpenses are incurred; provided, claimshowever, damages that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or liabilities arise action arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such you, or by the Underwriter expressly through you, specifically for use therein, in the preparation thereof; it being understood and agreed that the only such information furnished by any an Underwriter consists of the information described as such in subsection (c) belowSection 6(e).

Indemnification by the Company. The Upon the registration of any Registrable Securities pursuant to Section 2 hereof, and in consideration of the agreements of the Holders contained herein, the Company shall, and it hereby agrees to to, indemnify and hold harmless each Bank Party that is acting asHolder, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and each personperson who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities, if any, who controls such Bank Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which any such Holder, agent or underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) any upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement Securities Act, or caused any preliminary or final prospectus contained therein or furnished by the Company to any such Holder, agent or underwriter, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or misleading (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (case of the Registration Statement or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act thereto or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), document incorporated by reference therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (in the case of any preliminary or final prospectus or supplement thereto), and the Company shall, and it hereby agrees to, reimburse any such Holder, agent and underwriter for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable to any such person in any such case except insofar as to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, preliminary or final prospectus, amendment or supplement or incorporated document in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter person expressly for use therein; provided, it being understood and agreed further, that the only Company shall not be liable to (i) any underwriter or placement or sales agent under the indemnity agreement in this Section 6(a) with respect to any preliminary prospectus to the extent that any such information furnished by any Underwriter consists loss, claim, damage or liability of such underwriter or agent, respectively, results from the fact that such underwriter or agent sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the information described related final prospectus if the Company has previously furnished on a timely basis to such Holder, underwriter or agent, respectively, sufficient copies thereof and such prospectus corrects the statement or omission, or alleged statement or omission, out of which such loss, claim, damage or liability arises or (ii) any Holder distributing securities directly (otherwise than in an underwritten offering) or through a broker-dealer acting as placement agent for such in subsection (cHolder, with respect to any preliminary or final prospectus to the extent that any such loss, claim, damage or liability of such Holder or broker-dealer arises from the fact that such Holder or broker-dealer delivered such preliminary or final prospectus after receipt of any notice from the Company pursuant to Section 3(a)(vi)(F) belowhereof and the amended or supplemented prospectus furnished pursuant to Section 3(b) hereof corrects the statement or omission, or alleged statement or omission, out of which such loss, claim, damage or liability arises.

Indemnification by the Company. The Company agrees to indemnify and hold harmless each Bank Party that is acting as, or is otherwise deemed to be, an “underwriter” as defined in Section 2(a)(11) of the Securities ActUnderwriter, its affiliates, directors and officers and each person, if any, who controls such Bank Party the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred)liabilities, joint or several, that to which the Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of, of or are based upon, (i) any upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 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 caused by any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any road show as defined in Rule 433(h) under the Act (a “road show”), 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 in order to make the statements therein, therein not misleading, and will reimburse the Underwriter for any legal or (ii) other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly you specifically for use therein, in the preparation thereof; it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in subsection (c) belowSection 6(e).

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless the Investor, each Bank Party that is acting asof its directors, or is otherwise deemed to beofficers, an “underwriter” as defined in Section 2(a)(11) of the Securities Actpartners, its affiliatesemployees and Affiliates, directors and officers and each personPerson, if any, who controls such Bank Party the Investor within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act from and against any and all losses, claims, damages damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys’ fees) to which the Investor and each such other Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon (including, without limitation, legal fees a) any violation of United States federal or state securities laws or the rules and other expenses incurred regulations of the Trading Market in connection with any suit, action or proceeding the transactions contemplated by this Agreement by the Company or any claim assertedof its Subsidiaries, as such fees and expenses are reasonably incurred)affiliates, joint officers, directors or several, that arise out of, or are based uponemployees, (ib) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Registration Statement or caused by any amendment thereto or any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (iic) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Prospectus (or any amendment or supplement thereto)Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or in any “issuer information” filed or required to be filed pursuant to (as defined in Rule 433(d) 433 under the Securities Act Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained in any Free Writing Prospectus, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)amendment or supplement thereto, or caused by any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, in each case except insofar as however, that (A) the Company shall not be liable under this Section 8.1(i) to the extent that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense resulted directly and solely from any such acts or failures to act, undertaken or omitted to be taken by the Investor or such Person through its bad faith or willful misconduct, (B) the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter or on behalf of the Investor expressly for use thereinin the Current Report or any Prospectus Supplement or Permitted Free Writing Prospectus, it being understood or any amendment thereof or supplement thereto, and agreed that (C) with respect to the only such information furnished by any Underwriter consists Prospectus, the foregoing indemnity shall not inure to the benefit of the information described Investor or any such Person from whom the Person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of all Prospectus Supplements required to be filed pursuant to Section 1.4, together with the Base Prospectus, were timely delivered or made available to the Investor pursuant hereto and a copy of the Base Prospectus, together with a Prospectus Supplement (as applicable), was not sent or given by or on behalf of the Investor or any such Person to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such Person, and if delivery of the Base Prospectus, together with a Prospectus Supplement (as applicable), would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company shall reimburse the Investor and each such controlling Person promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by the Investor or such indemnified Persons in subsection (c) belowinvestigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Company. The Company agrees to shall indemnify and hold harmless the Investor, each Bank Party that is acting asAffiliate, or is otherwise deemed employee, representative and advisor of and to bethe Investor, an “underwriter” as defined in Section 2(a)(11) of the Securities Act, its affiliates, directors and officers and each person, if any, who controls such Bank Party the Investor within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act from and against any and all losses, claims, damages damages, liabilities and expenses (including reasonable costs of defense and investigation and all attorneys’ fees) to which the Investor and each such other person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (including, without limitation, legal fees or actions in respect thereof) arise out of or are based upon (a) any violation of United States federal or state securities laws or the rules and other expenses incurred regulations of the Trading Market in connection with any suit, action or proceeding the transactions contemplated by this Agreement by the Company or any claim assertedof its Subsidiaries, as such fees and expenses are reasonably incurred)affiliates, joint officers, directors or several, that arise out of, or are based uponemployees, (ib) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Registration Statement or caused by any amendment thereto or any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (iic) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Prospectus (or any amendment or supplement thereto)Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or in any “issuer information” filed or required to be filed pursuant to (as defined in Rule 433(d) 433 under the Securities Act Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained in any Free Writing Prospectus, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)amendment or supplement thereto, or caused by any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, in each case except insofar as however, that (A) the Company shall not be liable under this Section 8.1(i) to the extent that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense resulted directly and solely from any such acts or failures to act, undertaken or omitted to be taken by the Investor or such person through its bad faith or willful misconduct, (B) the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter the Investor expressly for use thereinin the Current Report or any Prospectus Supplement or Permitted Free Writing Prospectus, it being understood or any amendment thereof or supplement thereto, and agreed that (C) with respect to the only such information furnished by any Underwriter consists Prospectus, the foregoing indemnity shall not inure to the benefit of the information described Investor or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of all Prospectus Supplements required to be filed pursuant to Section 1.4 and 5.9, together with the Base Prospectus, were timely delivered or made available to the Investor pursuant hereto and a copy of the Base Prospectus, together with a Prospectus Supplement (as applicable), was not sent or given by or on behalf of the Investor or any such person to such person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if delivery of the Base Prospectus, together with a Prospectus Supplement (as applicable), would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company shall reimburse the Investor and each such controlling person promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by the Investor or such indemnified persons in subsection (c) belowinvestigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Company. The Company agrees will, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, each Bank Party that is acting asHolder of Registrable Securities registered pursuant to this Agreement, or is otherwise deemed to bethe officers, an “underwriter” as defined in Section 2(a)(11) directors, partners, managers, agents and employees of the Securities Acteach of them, its affiliates, directors and officers and each person, if any, person who controls such Bank Party Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, managers, agents and employees of any such controlling person, from and against any and all losses, claims, damages damages, liabilities, costs (including without limitation the costs of investigation and liabilities attorneys' fees) and expenses (includingcollectively, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted"Losses"), as such fees and expenses are reasonably incurred), joint arising out of or several, that arise out of, or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement Statement, Prospectus or caused form of Prospectus (including any document incorporated by reference into any such Shelf Registration Statement, Prospectus or form of Prospectus) or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, except insofar as the same are based solely upon information furnished in writing to the Company by such Holder expressly for use therein; provided, however, that the Company will not be liable to any Holder to the extent that any such Losses arise out of or (ii) any are based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission made in any preliminary prospectus if either (A) (i) such Holder failed to state therein send or deliver a material fact necessary in order to make the statements therein, in light copy of the circumstances under Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the person asserting the claim from which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities Losses arise out of, or are based upon, any and (ii) the Prospectus would have completely corrected such untrue statement or omission or alleged untrue statement or such omission made or alleged omission; or (B) such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in reliance upon and in conformity with any information relating to any Underwriter furnished an amendment or supplement to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only such information Prospectus previously furnished by any Underwriter consists or on behalf of the information described Company with copies of the Prospectus as so amended or supplemented, and such in subsection (c) belowHolder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of a Registrable Security to the person asserting the claim from which such Losses arise.