Common use of Indemnification of the Company Clause in Contracts

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement at the time of effectiveness and at Statement, or in any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsPreliminary Prospectus, any Preliminary Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement to any of themthereto, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter hereunder. The parties agree Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters through for inclusion in the Representative consists solely of the material documents referred to in the last sentence of Section 3(c) hereofforegoing indemnity.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Offered Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, Prospectus or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Offered Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers,, employees employees, representatives, and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules Securities Act and Regulationsthe rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter (or any related Underwriter Indemnified Party) be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, its affiliateseach of the directors of the Company, each of the directors, officers, employees and agents officers of the Company who shall have signed the Registration Statement, and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the ADS Registration Statement, at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Underwriter's Information; provided, however, that in no case shall any the Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such the Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters Underwriter through the Representative Underwriter consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at the any time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any, Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through the Representative consists solely of the material referred to concession and reallowance figures appearing in the last sentence of Section 3(c) hereoffourth paragraph under the caption “Underwriting” and the information contained in the sixth and twelfth paragraphs under the caption “Underwriting”.

Indemnification of the Company. Each UnderwriterThe Investor shall indemnify, severally and not jointly, agrees to indemnify defend and hold harmless the Company, Company and each of its affiliates, the directorssubsidiaries, officers, employees directors and agents stockholders from and against and in respect of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverIndemnifiable Losses resulting from, incurred in investigating, preparing or defending against any litigation, commenced or threatenedarising out of, or imposed upon or incurred by any claim whatsoever, and person to be indemnified hereunder by reason of (i) any and all amounts paid in settlement breach of any claim representation, warranty, covenant or litigation), joint or several, to which they agreement by the Investor contained in this Agreement or any agreement, certificate or document executed and delivered by the Investor pursuant hereto or in connection with any of them may become subject under the Acttransactions contemplated by this Agreement, (ii) any failure on the Exchange Act part of such Investor to comply with the covenants and agreements contained in Section 5.2 of this Agreement regarding the resale of the Shares or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereofiii) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary ProspectusStatement, the Prospectus, or any amendment or supplement to any of themthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by or on behalf of such Investor expressly for use therein and such Investor will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person for reasonable legal and other expenses as such expenses are incurred by the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that in no case the Investor shall any Underwriter not be liable or responsible for any such untrue or alleged untrue statement or omission or alleged omission of which the Investor has delivered to the Company in writing a correction of such untrue statement or omission of a material fact a reasonable amount in excess of time before the occurrence of the underwriting discount and commissions applicable to the Public Securities purchased by transaction from or upon which such Underwriter hereunder. The parties agree that such information provided by loss, claim, damage, liability or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofexpense arose or was based.

Indemnification of the Company. Each UnderwriterPlacement Agent, severally and not jointly, agrees to indemnify will indemnify, defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agents), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, or any amendment thereto, or the time omission or alleged omission therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at a material fact contained in any subsequent time pursuant to Rules 430A and 430B of Issuer Free Writing Prospectus or the Rules and Regulations, any Preliminary Prospectus, the Prospectus, Prospectus (or any amendment or supplement to any of themthereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount conformity with information concerning such Placement Agent furnished in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of such Placement Agent to the Underwriters through Company expressly for use therein and to reimburse the Representative Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that the parties hereto hereby agree that such written information provided by the Placement Agents consists solely of the material referred to Placement Agent Information. Notwithstanding the provisions of this Section 6(b), in no event shall any indemnity by the last sentence Placement Agents under this Section 6(b) exceed its pro rata share of Section 3(c) hereofthe Placement Fee.

Indemnification of the Company. Each UnderwriterUnderwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and its directors and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or severalincurred, to which they the Company or any of them such director or controlling person may become subject subject, under the Securities Act, the Exchange Act or otherwiseother 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 such Underwriter), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at Statement, any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsIssuer Free Writing Prospectus, any Preliminary Prospectus, Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthereto), or arise arises out of or are is based upon the omission or alleged omission to state therein a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein not misleading, in each case to the extent, but and only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunderthrough the Representatives expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The parties agree Company hereby acknowledges that such the only information provided by or on behalf of that the Underwriters through the Representative consists solely of Representatives have furnished to the material referred to Company expressly for use in the last sentence of Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the ninth and tenth paragraphs under the caption “Underwriting” in the Preliminary Prospectus Supplement and the Prospectus. The indemnity agreement set forth in this Section 3(c8(b) hereofshall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to The Manager will indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, a “Manager Indemnified Party”), severally, and not jointly, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them the Manager Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationstime, any Preliminary ProspectusStatutory Prospectus as of any time, the Prospectus, Prospectus or any amendment or supplement to any of themPermitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by the Manager specifically for use therein, howeverand will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that in no case shall any Underwriter be liable or responsible for any amount in excess the only such information furnished by the Manager consists of the underwriting discount and commissions applicable to following information in the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or Prospectus furnished on behalf of the Underwriters through Manager: the Representative consists solely first sentence of the material referred to fifth paragraph under the heading “Plan of Distribution” in the last sentence of Section 3(c) hereofProspectus Supplement.

Indemnification of the Company. Each UnderwriterAgent, severally and not jointly, agrees to shall indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents each of the Company Company's directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company), each of its officers who signed the Registration Statement and each other any person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, Act from and against any lossesloss, liabilitiesclaim, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing damage or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation)liability, joint or several, and any action in respect thereof, to which they the Company or any of them such director, officer or controlling person may become subject subject, under the Act, the Exchange Act or federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses (action arises out of, or actions in respect thereof) arise out of or are is based upon an upon, any untrue statement statement, or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, or the Prospectus, or any amendment or supplement to any of themarises out of, or arise out of or are is based upon upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such the untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by such Agent specifically for inclusion therein, howeverand shall reimburse the Company or any such director, that in no case shall any Underwriter be liable officer or responsible controlling person for any amount legal and other expenses reasonably incurred by such indemnified party in excess of the underwriting discount investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such costs and commissions applicable expenses are incurred. The foregoing indemnity agreement is in addition to any liability which such Agent may otherwise have to the Public Securities purchased by Company or any such Underwriter hereunder. The parties agree that such information provided by director, officer or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofcontrolling person.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents each of its officers who signed the Company Registration Statement and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred incurred, to which the Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the ProspectusStatement, or any amendment or supplement thereto, including any information deemed to any of thembe a part thereof pursuant to Rule 430B under the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in each case any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the extentSecurities Act, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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; but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises extent arising out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by the Agent expressly for use in the Registration Statement, howeverany such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information set forth in no case shall any Underwriter be liable or responsible the ninth paragraph under the caption “Plan of Distribution” in the Prospectus, and to reimburse the Company and each such director, officer and controlling person for any amount and all documented expenses (including the fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company or such officer, director or controlling person in excess of the underwriting discount and commissions applicable to the Public Securities purchased by connection with investigating, defending, settling, compromising or paying any such Underwriter hereunderloss, claim, damage, liability, expense or action. The parties agree indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofAgent may otherwise have.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers,, employees employees, representatives, and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules Securities Act and Regulationsthe rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter (or any related Underwriter Indemnified Party) be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules Securities Act and Regulationsthe rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each UnderwriterThe Placement Agents agree to indemnify, severally and not jointly, agrees to indemnify defend and hold harmless the CompanyCompany against any losses, its affiliatesclaims, the directorsdamages, officers, employees and agents of expenses or liabilities to which the Company and each other person or entitymay become subject, if anyunder the Securities Act, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any lossesor other federal or state statutory law or regulation, liabilities, claims, damages and expenses whatsoever, as incurred the common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of the Placement Agents), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages damages, expenses or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement to thereto or any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the UnderwritersCompany by any Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information; providedInformation relating to the Placement Agents, howeverand will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, that claim, damage, liability or action. Notwithstanding the provisions of this Section 6(b), in no case event shall any Underwriter be liable or responsible for any amount indemnity by the Placement Agents under this Section 6(b) exceed the total compensation received by the Placement Agents in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of accordance with Section 3(c1(b) hereof.

Indemnification of the Company. Each UnderwriterUnderwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its affiliates, the directors, officerseach of its officers who signs the Registration Statement or other registration statement in connection with the Securities (each, employees and agents of the Company a “Relevant Officer”), and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred incurred, to which the Company or any such director, Relevant Officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of such Underwriter), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereof, as contemplated below) arise arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at Statement, any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsIssuer Free Writing Prospectus, any Preliminary Prospectus, Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthe foregoing), or arise arises out of or are is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Registration Statement or any supplement or amendment thereto) or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing), in each case case, to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunderexpressly for use therein; and to reimburse the Company and each such director, Relevant Officer or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel), as such expenses are reasonably incurred by the Company or such director, Relevant Officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The parties agree Company hereby acknowledges that such the only information provided by that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or on behalf the Prospectus (or any amendment or supplement thereto) are the statements set forth in the first sentence of the Underwriters through sixth paragraph and the Representative consists solely third sentence of the material referred to ninth paragraph under the caption “Underwriting” in the last sentence of Prospectus. The indemnity agreement set forth in this Section 3(c8(b) hereofshall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each UnderwriterInitial Purchaser agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees directors and agents of the Company officers and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnified Parties” and each, a “Company Indemnified Party”), against any Loss to which any Company Indemnified Party may become subject, under the Securities Act, the Exchange Act, against any lossesor other federal or state statutory law or regulation, liabilities, claims, damages and expenses whatsoever, as incurred or at common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of such Initial Purchaser), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses Loss (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary ProspectusCompany Additional Written Communication, the Prospectus, Pricing Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of them, thereto) or arise out of or are based upon 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, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in any Company Additional Written Communication, the Pricing Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by such Initial Purchaser through the Representatives expressly for use therein; provided, however, that in no case shall and to reimburse any Underwriter be liable or responsible Company Indemnified Party for any amount and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by such Company Indemnified Party, in excess connection with investigating, defending, settling, compromising or paying any such Losses or action. The Company hereby acknowledges that the only information furnished to the Company by any Initial Purchaser through the Representatives expressly for use in any Company Additional Written Communication, the Pricing Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the first sentence of the underwriting discount sixth paragraph, the second sentence of the ninth paragraph and commissions applicable the eleventh and twelfth paragraphs under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofCompany Indemnified Parties.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Statutory Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication (or any supplement or amendment or supplement to any of them, the foregoing) or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in any Statutory Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication (or any supplement or amendment to any of the foregoing) in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through the Representative consists solely of the material referred to information contained in the last sentence of Section 3(c) hereofeleventh paragraph under the caption “Underwriting” (such information, the “Underwriter Information”).

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”) against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement at the any time of effectiveness and at (or any subsequent time amendment thereto) , including any information deemed to be a part thereof pursuant to Rules 430A and 430A, 430B of the Rules and Regulationsor 430C, any Preliminary preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus, Prospectus or any amendment or supplement to any of them, Written Testing-the-Waters Communication or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of Underwriters’ Information; provided, however, . This indemnity will be in addition to any liability that in no case shall any each Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofmight otherwise have.

Indemnification of the Company. Each UnderwriterIn the event that the Company registers any of the Registrable Shares under the Securities Act, severally and not jointly, agrees to each Holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its affiliates, the directors, officerseach of its officers who have signed the registration statement, employees and agents each underwriter of the Company Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, liabilities, claims, damages and damages, expenses whatsoever, as incurred or liabilities (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid action in settlement of any claim or litigationrespect thereof), joint or several, to which they or any of them may become subject under the Act, the Exchange Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or controlling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, liabilities, claims, damages or expenses (damages, expenses, liabilities or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time of effectiveness and at any subsequent to time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, amended or any amendment or supplement to any of them, supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with information furnished in writing to the Underwriters’ InformationCompany in connection therewith by such Holder or any of its representatives expressly for use therein; provided, however, that in no case such Holder's obligations hereunder shall any Underwriter be liable or responsible for any limited to an amount in excess equal to the proceeds to such Holder of the underwriting discount Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and commissions applicable such Holder of Registrable Shares shall, subject to the Public Securities purchased by provisions hereinafter stated, assume the defense of such Underwriter hereunderaction (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The parties agree that Company and each such information provided director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or any underwriter or controlling person by counsel retained by or on the behalf of such Holder would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case such Holder shall pay, as incurred, the Underwriters through fees and expenses of such separate counsel. Notwithstanding the Representative consists solely two preceding sentences, if the action is one in which the Company may be obligated to indemnify any Holder of Registrable Shares pursuant to Section 2.5(a), the Company shall have the right to assume the defense of such action, subject to the right of such Holders to participate therein as permitted by Section 2.5(a). Such Holder shall not be liable to indemnify any person for any settlement of any such action effected without such Holder's consent (which consent shall not be unreasonably withheld). Such Holder shall not, except with the approval of the material referred Company (which approval shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the party being so indemnified of a release from all liability in the last sentence of Section 3(c) hereofrespect to such claim or litigation.

Indemnification of the Company. Each Underwriter, Initial Purchaser will severally and not jointly, agrees to jointly indemnify and hold harmless each of the Company, its affiliatesthe Guarantors, the each of their respective directors, officers, employees and agents each of the Company their respective officers and each other person or entityperson, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, an “Initial Purchaser Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Initial Purchaser Indemnified Party may become subject subject, under the Securities Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement at Preliminary Offering Circular, Time of Sale Information or the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsFinal Offering Circular, any Preliminary Prospectus, the Prospectusin each case as amended or supplemented, or any amendment or supplement to any of them, or Issuer Written Communicationor arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Underwriters’ Company by such Initial Purchaser through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Initial Purchaser Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Initial Purchaser Indemnified Party is a party thereto) whether threatened or commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the following information in the Preliminary Offering Circular and Final Offering Circular furnished on behalf of each Initial Purchaser: the information contained in the fourth sentence of the eleventh paragraph and the thirteenth paragraph under the caption “Plan of distribution” (the “Initial Purchasers Information”); provided, however, that in no case the Initial Purchasers shall any Underwriter not be liable or responsible for any amount losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 4(f) of this Agreement as a result of a change in excess the Initial Purchasers Information, but only so long as the Initial Purchasers had timely provided to the Company written notice of the underwriting discount and commissions applicable change so as to permit the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred Company to in the last sentence of meet its obligations under Section 3(c) hereof4(f).

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the CompanyNiSource, its affiliates, the directors, officers, employees directors and agents of the Company officers and each other person or entityperson, if any, who controls the Company NiSource within the meaning of Section 15 of the Act or Section 20 of the Exchange 1934 Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them NiSource may become subject subject, under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement at Statement, the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Basic Prospectus, the Pricing Prospectus, any Permitted Free Writing Prospectus or the Final Supplemented Prospectus, or any amendment or supplement to any of themthereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased NiSource by such Underwriter hereunder. The parties agree through the Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by NiSource in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or on behalf any Underwriter consists of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofUnderwriter Information.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Placement Agent agrees to indemnify indemnify, defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, or any amendment thereto, or the time omission or alleged omission therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, a material fact contained in any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement to thereto or any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with information concerning the Underwriters’ Information; provided, however, that Placement Agent furnished in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of the Underwriters through Placement Agent to the Representative consists solely Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information and shall reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Notwithstanding the provisions of this Section 6(b), in no event shall any indemnity by the material referred to Placement Agent under this Section 6(b) exceed the total compensation received by such Placement Agent in the last sentence of accordance with Section 3(c) hereof1(c).

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules Securities Act and Regulationsthe rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter (or any related Underwriter Indemnified Party) be liable or responsible for any amount in excess of the underwriting discount discounts and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each UnderwriterHolder will, severally and not jointlyif Registrable Securities held by such Holder are included in the securities as to which such registration, agrees to qualification or compliance is being effected, indemnify and hold harmless the Company, each of its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityunderwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 20 15 of the Exchange Securities Act, against any losses, liabilitiesall actual out-of-pocket expenses, claims, losses, damages and expenses whatsoeverliabilities (or actions in respect thereof), as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, of the foregoing incurred in investigating, preparing or defending against settlement of any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationssuch registration statement, any Preliminary Prospectusprospectus, the Prospectusoffering circular or other document, or any amendment or supplement thereto, incident to any of themsuch registration, qualification or compliance, or arise out of or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein therein, in light of the circumstances in which they were made, or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal and any other actual out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement (or alleged untrue statement statement) or omission (or alleged omission omission) is made therein in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by such Holder specifically for use therein; provided, however, that the indemnity agreement contained in no case this Section 5.2 shall not apply to amounts paid in settlement of any Underwriter be liable or responsible for any amount in excess matter if the settlement is effected without the consent of the underwriting discount Holder, which consent shall not be unreasonably withheld; and commissions applicable provided, further, that the maximum liability of each selling Holder under this Section 5.2 shall be equal to the Public Securities purchased by net proceeds to such Underwriter hereunder. The parties agree that selling Holder as a result of such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofregistration and offering.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to The Underwriter will indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoeveror liabilities to which the Company may become subject, as incurred under the Securities Act or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of such Underwriter), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, the time Time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary ProspectusSale Disclosure Package, the Prospectus, or any amendment or supplement to thereto any of themIssuer Free Writing Prospectus or any marketing materials, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Marketing Materials in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by the Underwriter specifically for use in the preparation thereof, however, that in no case shall any Underwriter be liable or responsible and will reimburse the Company for any amount legal or other expenses reasonably incurred by the Company in excess of the underwriting discount and commissions applicable to the Public Securities purchased by connection with investigating or defending against any such Underwriter hereunder. The parties agree that such information provided by loss, claim, damage, liability or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofaction.

Indemnification of the Company. Each UnderwriterUnderwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its affiliates, the directors, officerseach of its officers who signs the Registration Statement or other registration statement in connection with the Securities (each, employees and agents of the Company a “Relevant Officer”) and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred incurred, to which the Company or any such director, Relevant Officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of such Underwriter), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at Statement, any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsIssuer Free Writing Prospectus, any Preliminary Prospectus, Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthe foregoing), or arise arises out of or are is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Registration Statement or any supplement or amendment thereto) or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing), in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunderthrough the Representatives expressly for use therein; and to reimburse the Company and each such director, Relevant Officer or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or such director, Relevant Officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The parties agree Company hereby acknowledges that such the only information provided by or on behalf of that the Underwriters through the Representative consists solely Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the first sentence of the material referred to sixth paragraph and the third sentence of the eighth paragraph under the caption “Underwriting” in the last sentence of Prospectus. The indemnity agreement set forth in this Section 3(c8(b) hereofshall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to Credit Suisse will indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Statutory Prospectus, the Final Prospectus, or any amendment or supplement to any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by Credit Suisse specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter hereunder. The parties agree Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or on behalf Credit Suisse consists of the Underwriters through following information in the Representative consists solely Preliminary Prospectus and the Final Prospectus, or any amendments or supplements thereto made at the request of Credit Suisse: the third paragraph under the caption “Underwriting,” the information contained in the second sentence of the material referred to in sixth paragraph under the last sentence of Section 3(c) hereofcaption “Underwriting,” and the eighth and ninth paragraphs under the caption “Underwriting”.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Placement Agent agrees to indemnify indemnify, defend and hold harmless the CompanyCompany against any losses, its affiliatesclaims, the directorsdamages, officers, employees and agents of expenses or liabilities to which the Company and each other person or entitymay become subject, if anyunder the Securities Act, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any lossesor other federal or state statutory law or regulation, liabilities, claims, damages and expenses whatsoever, as incurred the common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of the Placement Agent), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages damages, expenses or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement to thereto or any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by the Placement Agent, howeverspecifically for use in the preparation thereof, that which information the parties hereto agree is limited to the Placement Agent's Information relating to the Placement Agent, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. Notwithstanding the provisions of this Section 6(b), in no case event shall any Underwriter be liable or responsible for any amount indemnity by the Placement Agent under this Section 6(b) exceed the total compensation received by the Placement Agent in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of accordance with Section 3(c1(b) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each UnderwriterUnderwriter severally, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliateseach of the directors of the Company, each of the directors, officers, employees and agents officers of the Company who shall have signed the Registration Statement, and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, whatsoever as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, reasonably and necessarily incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, ) to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at for the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B registration of the Rules and RegulationsShares, any Preliminary Prospectus, the Prospectus, as originally filed or any amendment or supplement to any of themthereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any related Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus, or in any supplement thereto or amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided Company by or on behalf of such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the names of the Underwriters through and their respective allocations; the Representative consists solely of the material referred to concession and reallowance figures appearing in the last sentence of Section 3(c) hereofthird paragraph under the caption “Underwriting”, the information relating to the Underwriters’ stabilization activities contained in the fifteenth, sixteenth and seventeenth paragraphs under the caption “Underwriting” and the information relating to any relationships between the Underwriters and the Company contained in the nineteenth and twentieth paragraph under the caption “Underwriting”.

Indemnification of the Company. Each UnderwriterIn the event that the Company registers any of the Registrable Shares under the Securities Act, severally and not jointly, agrees to each Holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its affiliates, the directors, officerseach of its officers who have signed the registration statement, employees and agents each underwriter of the Company Registrable Shares so registered and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, liabilities, claims, damages and damages, expenses whatsoever, as incurred or liabilities (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid action in settlement of any claim or litigationrespect thereof), joint or several, to which they or any of them may become subject under the Act, the Exchange Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or controlling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, liabilities, claims, damages or expenses (damages, expenses, liabilities or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time of effectiveness and at any subsequent to time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, amended or any amendment or supplement to any of them, supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with information furnished in writing to the Underwriters’ InformationCompany in connection therewith by such Holder, expressly for use therein; provided, however, that in no case such Holder’s obligations hereunder shall any Underwriter be liable or responsible for any limited to an amount in excess equal to the proceeds to such Holder of the underwriting discount Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and commissions applicable such Holder of Registrable Shares shall, subject to the Public Securities purchased by provisions hereinafter stated, assume the defense of such Underwriter hereunderaction (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The parties agree that Company and each such information provided director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or any underwriter or controlling person by counsel retained by or on the behalf of such Holder would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case such Holder shall pay, as incurred, the Underwriters through fees and expenses of such separate counsel. Notwithstanding the Representative consists solely two preceding sentences, if the action is one in which the Company may be obligated to indemnify any Holder of Registrable Shares pursuant to Section 2.9, the Company shall have the right to assume the defense of such action, subject to the right of such holders to participate therein as permitted by Section 2.9. Such Holder shall not be liable to indemnify any person for any settlement of any such action effected without such Holder’s consent (which consent shall not be unreasonably withheld). Such Holder shall not, except with the approval of the material referred Company (which approval shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the party being so indemnified of a release from all liability in the last sentence of Section 3(c) hereofrespect to such claim or litigation.

Indemnification of the Company. Each UnderwriterPlacement Agent, severally and not jointly, agrees to indemnify indemnify, defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Representative), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, or the time omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of a material fact contained in the Rules and Regulations, any Preliminary ProspectusDisclosure Package, the Prospectus, Prospectus (or any amendment or supplement to thereto) or any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with information concerning the Underwriters’ Information; provided, however, that Placement Agents furnished in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of the Underwriters through Placement Agents to the Representative Company expressly for use therein, and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that the parties hereto hereby agree that such written information provided by the Placement Agents consists solely of the material referred to Placement Agents Information. Notwithstanding the provisions of this Section 6(b), in no event shall any indemnity by any Placement Agent under this Section 6(b) exceed the last sentence of total compensation received by such Placement Agent in accordance with Section 3(c) hereof1(b).

Indemnification of the Company. Each Underwriter, severally and not jointly, The Placement Agent agrees to indemnify indemnify, defend and hold harmless the CompanyCompany against any losses, its affiliatesclaims, the directorsdamages, officers, employees and agents of expenses or liabilities to which the Company and each other person or entitymay become subject, if anyunder the Securities Act, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any lossesor other federal or state statutory law or regulation, liabilities, claims, damages and expenses whatsoever, as incurred the common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of the Placement Agent), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages damages, expenses or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement to thereto or any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by the Placement Agent, howeverspecifically for use in the preparation thereof, that which information the parties hereto agree is limited to the Placement Agent’s Information relating to the Placement Agent, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. Notwithstanding the provisions of this Section 6(b), in no case event shall any Underwriter be liable or responsible for any amount indemnity by the Placement Agent under this Section 6(b) exceed the total compensation received by the Placement Agent in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of accordance with Section 3(c1(b) hereof.

Indemnification of the Company. Each UnderwriterThe Placement Agent will indemnify, severally and not jointly, agrees to indemnify defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, or any amendment thereto, or the time omission or alleged omission therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount conformity with information concerning such Placement Agent furnished in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of such Placement Agent to the Underwriters through Company expressly for use therein and to reimburse the Representative consists solely of Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the material referred to Company, or any such director, officer or controlling person in the last sentence of Section 3(c) hereofconnection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement at the any time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission of a material fact required to state be stated therein or necessary in order to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through the Representative consists solely of the material referred to information contained in the last sentence of Section 3(c) hereofthird, eleventh and fourteenth paragraphs under the caption “Underwriting.”

Indemnification of the Company. Each UnderwriterUnderwriter agrees, severally and severally, but not jointly, agrees to indemnify indemnify, defend and hold harmless the Company, its affiliates, the affiliates and each of its and their respective directors, officers, employees members, employees, representatives and agents of the Company and its affiliates, and each other of its and their respective directors, officers, members, employees, representatives and agents and each person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons against any losses, liabilities, claims, damages and damages, expenses whatsoeveror liabilities to which the Company may become subject, as incurred under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of the Underwriters), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages damages, expenses or expenses liabilities (or actions in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement to thereto or any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter (whether directly or through the Lead Underwriter), specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Underwriters’ Information; providedInformation relating to the Underwriters, howeveror (ii) in whole or in part upon any failure of the Company to perform its obligations pursuant to Section 9 hereunder, that in no case shall any Underwriter be liable or responsible and will reimburse the Company for any amount legal or other expenses reasonably incurred by the Company in excess of the underwriting discount and commissions applicable to the Public Securities purchased by connection with investigating or defending against any such Underwriter hereunder. The parties agree that such information provided by loss, claim, damage, liability or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofaction.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationstime, any Preliminary ProspectusStatutory Prospectus as of any time, the Final Prospectus, or any amendment or supplement to any of themPermitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through information contained in the Representative consists solely of the material referred to in twelfth paragraph and the last sentence of Section 3(c) hereofthe thirteenth paragraph under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter, Initial Purchaser will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, its affiliates, the directors, officers, employees directors and agents of the Company officers and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them the Company may become subject subject, under the Act, the Exchange Securities Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement at Preliminary Offering Memorandum, the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsPricing Term Sheet, any Preliminary Prospectus, Issuer Written Communication or the ProspectusOffering Memorandum, or any amendment or supplement to any of themthereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by such Initial Purchaser through the Representatives, howeverif any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that in no case shall the only such information furnished by any Underwriter be liable or responsible for any amount in excess Initial Purchaser consists of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofInitial Purchaser Information.

Indemnification of the Company. Each UnderwriterThe Placement Agent agrees, severally and severally, but not jointly, agrees to indemnify indemnify, defend and hold harmless the Company, its affiliates, the affiliates and each of its and their respective directors, officers, employees members, employees, representatives and agents of the Company and its affiliates, and each other of its and their respective directors, officers, members, employees, representatives and agents and each person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons against any losses, liabilities, claims, damages and damages, expenses whatsoeveror liabilities to which the Company may become subject, as incurred under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of the Placement Agent), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages damages, expenses or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement to thereto or any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Underwriters’ Company by such Placement Agent (whether directly or through the Placement Agent), specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s Information; provided, howeverand will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, that claim, damage, liability or action. Notwithstanding the provisions of this Section 6(b), in no case event shall any Underwriter be liable or responsible for any amount in excess of indemnity by the underwriting discount and commissions applicable to Placement Agent under this Section 6(b) exceed the Public Securities purchased total compensation received by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to Placement Agent in the last sentence of accordance with Section 3(c1(b) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to The Managers will indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, a “Manager Indemnified Party”), severally, and not jointly, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Manager Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationstime, any Preliminary ProspectusStatutory Prospectus as of any time, the Prospectus, Prospectus or any amendment or supplement to any of themPermitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by the Managers specifically for use therein, howeverand will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that in no case shall any Underwriter be liable or responsible for any amount in excess the only such information furnished by the Managers consists of the underwriting discount and commissions applicable to following information in the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or Prospectus furnished on behalf of the Underwriters through Managers: the Representative consists solely first sentence of the material referred to fifth paragraph under the heading “Plan of Distribution” in the last sentence of Section 3(c) hereofProspectus Supplement.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliatesAffiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules Securities Act and Regulationsthe rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to The Manager will indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, a “Manager Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Manager Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationstime, any Preliminary ProspectusStatutory Prospectus as of any time, the Prospectus, Prospectus or any amendment or supplement to any of themPermitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by the Manager specifically for use therein, howeverand will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that in no case shall any Underwriter be liable or responsible for any amount in excess the only such information furnished by the Manager consists of the underwriting discount and commissions applicable to following information in the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or Prospectus furnished on behalf of the Underwriters through Manager: the Representative consists solely first sentence of the material referred to fifth paragraph under the heading “Plan of Distribution” in the last sentence of Section 3(c) hereofProspectus Supplement.

Indemnification of the Company. Each UnderwriterThe Placement Agent will indemnify, severally and not jointly, agrees to indemnify defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, or any amendment thereto, or the time omission or alleged omission therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of effectiveness and at a material fact contained in any subsequent time pursuant to Rules 430A and 430B of Issuer Free Writing Prospectus or the Rules and Regulations, any Preliminary Prospectus, the Prospectus, Prospectus (or any amendment or supplement to any of themthereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount conformity with information concerning such Placement Agent furnished in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of such Placement Agent to the Underwriters through Company expressly for use therein and to reimburse the Representative Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the material referred to Placement Agent Information. Notwithstanding the provisions of this Section 6(b), in no event shall any indemnity by the last sentence of Placement Agent under this Section 3(c6(b) hereofexceed the Placement Fee.

Indemnification of the Company. Each UnderwriterUnderwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its affiliates, the directors, officerseach of its officers who signs the Registration Statement or other registration statement in connection with the Securities (each, employees and agents of the Company a “Relevant Officer”), and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred incurred, to which the Company or any such director, Relevant Officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of such Underwriter), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereof, as contemplated below) arise arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at Statement, any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsIssuer Free Writing Prospectus, any Preliminary Prospectus, Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthe foregoing), or arise arises out of or are is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Registration Statement or any supplement or amendment thereto) or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing), in each case case, to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunderexpressly for use therein; and to reimburse the Company and each such director, Relevant Officer or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel), as such expenses are reasonably incurred by the Company or such director, Relevant Officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The parties agree Company hereby acknowledges that such the only information provided by that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or on behalf the Prospectus (or any amendment or supplement thereto) are the statements set forth in the first sentence of the Underwriters through seventh paragraph and the Representative consists solely third sentence of the material referred to ninth paragraph under the caption “Underwriting” in the last sentence of Prospectus. The indemnity agreement set forth in this Section 3(c8(b) hereofshall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company trustees and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement at the any time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through the Representative consists solely of the material referred to information contained in the last sentence of Section 3(c) hereofseventh and thirteenth paragraphs under the caption “Underwriting”.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to selling Investor shall indemnify and hold harmless the Company, each of its affiliates, the directors, officersofficers and employees, employees and agents of the Company and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, liabilities, claims, damages and damages, expenses whatsoever, as incurred or liabilities (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid action in settlement of any claim or litigationrespect thereof), joint or several, to which they or any of them may become subject under the Act, the Exchange Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or controlling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, liabilities, claims, damages or expenses (damages, expenses, liabilities or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time of effectiveness and at any subsequent to time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, amended or any amendment or supplement to any of them, supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with information furnished in writing to the Underwriters’ InformationCompany in connection therewith by such selling Investor, expressly for use therein; provided, however, that in no case such selling Investor's obligations hereunder shall any Underwriter be liable or responsible for any limited to an amount in excess equal to the proceeds to such selling Investor of the underwriting discount Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such selling Investor, the Company will notify such selling Holder in writing of the commencement thereof, and commissions applicable such selling Investor shall, subject to the Public Securities purchased by provisions hereinafter stated, assume the defense of such Underwriter hereunderaction (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such selling Investor. The parties agree that Company and each such information provided director, officer, employee or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of the Company, any of its directors, officers or employees, or controlling person by counsel retained by or on the behalf of such selling Investor would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case such selling Investor shall pay, as incurred, the Underwriters through fees and expenses of such separate counsel. Notwithstanding the Representative consists solely two preceding sentences, if the action is one in which the Company may be obligated to indemnify any selling Investor pursuant to this Section 7, the Company shall have the right to assume the defense of such action, subject to the material referred right of such selling Investor to in the last sentence participate therein as permitted by this Section 7. Such selling Investor shall not be liable to indemnify any person for any settlement of Section 3(c) hereof.any such action effected without such selling Investor's consent (which consent shall not be unreasonably

Indemnification of the Company. Each UnderwriterPlacement Agent, severally and not jointly, agrees to indemnify will indemnify, defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, or any amendment thereto, or the time omission or alleged omission therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount conformity with information concerning such Placement Agent furnished in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of such Placement Agent to the Underwriters through Company expressly for use therein and to reimburse the Representative Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that the parties hereto hereby agree that such written information provided by the Placement Agents consists solely of the material referred to Placement Agent Information. Notwithstanding the provisions of this Section 6(b), in no event shall any indemnity by any Placement Agent under this Section 6(b) exceed its pro rata share of the last sentence of Section 3(c) hereofPlacement Fee.

Indemnification of the Company. Each UnderwriterThe Seller, FMB, each VB --------------------------------- Subsidiary, and FCI shall jointly and severally and not jointlyindemnify, agrees to indemnify defend and hold harmless the CompanyCompany against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts"), which (i) may at any time be imposed on, ------------------- incurred by or asserted against the Company in any way relating to or arising out of this Agreement or the transactions contemplated hereby or any action taken or omitted by the Company under or in connection with any of the foregoing, (ii) would not have been imposed on, incurred by or asserted against the Company but for its affiliateshaving purchased the Contracts and related Transferred Assets hereunder or (iii) relate to the services underlying the Contracts or any of the other Transferred Assets or any act or omission to act by the Seller in respect of any of the Transferred Assets, excluding, however, (a) recourse for uncollectible Payments --------- ------- under the directorsContracts or to insure against default by the Obligors thereunder, officers(b) any income, employees franchise or other taxes (or interest or penalties with respect thereto) incurred by the Company arising out of or as a result of this Agreement or the Transferred Assets conveyed hereunder in respect of any Contract and agents (c) any claim, expense, cost or liability of the Company under the Pledge and each other person Servicing Agreement. Without in any way limiting the foregoing, except as otherwise provided in this Section 7(e), or entitySection 12(j) hereof, if anythe Seller shall pay to the Company, who controls on demand, any and all amounts necessary to indemnify the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, liabilities, claims, damages and expenses whatsoever, as incurred all Indemnified Amounts relating to or resulting from: (including but not limited to reasonable attorneys’ w) any and all recording and filing fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatenedliabilities with respect to, or resulting from any claim whatsoeverdelay in paying, any sales, gross receipts, intangible personal property, privilege or license taxes, but not including taxes imposed upon the Company under the laws of the United States or any jurisdiction within the United States in which the Company is organized or maintains its principal office or in which the Company books this transaction; (x) any and all recording and filing fees and any and all amounts paid liabilities with respect to, or resulting from any delay in settlement paying, any taxes which may arise at any time and from time to time in the future in respect of any claim or litigation), joint or several, to which they or any of them may become subject under the Actthis Agreement, the Exchange Act transactions contemplated hereby and the subject matter hereof and thereof; (y) costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be performed by the Seller hereunder or imposed against the Company or the Seller, the property involved or otherwise, insofar as such lossesor (z) any and all loss, liabilitiespenalties, claimsfines, damages forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or expenses (assertion based on or actions in respect thereof) arise out grounded upon, or resulting from, a breach of or are based upon an untrue statement or alleged untrue statement of a material fact the representations and warranties contained in this Agreement. The agreements in this clause (e) shall survive the Registration Statement at collection of all Contracts, the time termination of effectiveness this Agreement and at any subsequent time pursuant to Rules 430A the payment of all amounts payable hereunder and 430B under the Contracts. For purposes of the Rules and Regulationsthis clause (e), any Preliminary Prospectusreference to the Company shall include any officer, the Prospectusdirector, employee, agent or affiliate thereof, or any amendment successor or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect assignee thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each UnderwriterThe Placement Agent will indemnify, severally and not jointly, agrees to indemnify defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, or any amendment thereto, or the time omission or alleged omission therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, a material fact contained in any Preliminary Prospectus, Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, or the Prospectus (or any amendment or supplement thereto) in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount conformity with information concerning such Placement Agent furnished in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of such Placement Agent to the Underwriters through Company expressly for use therein and to reimburse the Representative consists solely of Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the material referred Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that the parties hereto hereby agree that no such written information was provided by the Placement Agent to in the last sentence of Section 3(c) hereofCompany.

Indemnification of the Company. Each Underwriter, Shareholder (and jointly and severally and not jointly, agrees to with any person controlling such Shareholder) will indemnify and hold harmless the Company, each of its affiliates, the directors, directors and officers, employees each legal counsel and agents independent accountant of the Company and Company, each other person or entityunderwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act, and each other such Shareholder, each of its officers, directors and constituent partners and each person controlling such other Shareholder, against any all claims, losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Prospectusprospectus, the Prospectus, offering circular or other document or any amendment or supplement to any of them, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Shareholder of any rule or regulation promulgated under the Securities Act applicable to such Shareholder and relating to action or inaction required of such Shareholder in connection with any such registration, qualification or compliance, and will reimburse the Company, such Shareholder, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement (or alleged untrue statement statement) or omission (or alleged omission omission) is made therein in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by such Shareholder and stated to be specifically for use in connection with the offering of Registered Securities; provided, however, that each Shareholder's liability under this Section 2.2 shall not exceed such Shareholder's proceeds from the offering of Registered Securities made in no case shall any Underwriter be liable or responsible for any amount in excess connection with such registration, unless such liability arises entirely from the willful misconduct of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofShareholder.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities Offered Shares purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative Co-Representatives consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Agent Indemnified Party”), severally, and not jointly, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Agent Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationstime, any Preliminary ProspectusStatutory Prospectus as of any time, the Prospectus, Prospectus or any amendment or supplement to any of themPermitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by the Agent specifically for use therein, howeverand will reimburse any legal or other expenses reasonably incurred by such Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding (whether or not such Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that in no case shall any Underwriter be liable or responsible for any amount in excess the only such information furnished by the Agent consists of the underwriting discount and commissions applicable to following information in the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or Prospectus furnished on behalf of the Underwriters through Agent: the Representative consists solely second sentence of the material referred to first paragraph under the heading “Plan of Distribution” in the last sentence of Section 3(c) hereofProspectus Supplement.

Indemnification of the Company. Each UnderwriterUnderwriter will, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”) against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement at the time of effectiveness and any time, any Statutory Prospectus at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectustime, the Prospectus, Final Prospectus or any amendment or supplement to any of them, Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through information concerning selling concessions in the Representative consists solely third paragraph under the caption “Underwriting,” the information concerning sales to discretionary accounts contained in the fifth paragraph under the caption “Underwriting,” the information concerning the confirmation of sales under the caption “Underwriting—Conflicts of Interest,” the information concerning stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M of the material referred to Exchange Act in the last sentence of Section 3(c) hereoffirst and second paragraphs under the caption “Underwriting—Stabilization” and the information concerning online and internet allocations in the paragraph under the caption “Underwriting—Electronic Prospectus” (collectively, the “Underwriter Information”).

Indemnification of the Company. Each UnderwriterYou agree to indemnify, severally and not jointly, agrees to indemnify defend and hold harmless the Company, its affiliatesdirectors, the directors, officers, employees and agents officers of the Company who sign the Registration Statement, and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesdamage, claimsexpense, damages liability or claim (and will reimburse the Company for any legal or other expenses whatsoever, as reasonably incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred by the Company in investigating, preparing connection with investigating or defending against any litigationsuch loss, commenced damage, expense, liability or threatenedclaim as such fees and expenses are incurred) which, jointly or severally, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject incur under the Securities Act, the Exchange Act Act, the common law or otherwise, insofar as such lossesloss, liabilitiesdamage, claimsexpense, damages liability or expenses (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning you furnished in writing by you or on your behalf to the Company expressly for use in, the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary ProspectusStatement, the ProspectusProspectus or the Disclosure Package, or any amendment or supplement to any of them, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements, in light of the statements therein circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties hereto hereby agree that such written information provided by or on behalf of the Underwriters through the Representative you consists solely of the material referred Underwriter Information (as defined in Section 7). Notwithstanding the provisions of this Section 6(b), in no event shall any indemnity by you under this Section 6(b) exceed the total fees and commissions received by you pursuant to in the last sentence of Section 3(c) hereofthis Agreement.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ ' fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules Securities Act and Regulationsthe rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ ' Information; provided, however, that in no case shall any Underwriter (or any related Underwriter Indemnified Party) be liable or responsible for any amount in excess of the underwriting discount discounts and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each UnderwriterThe Investors shall indemnify, severally and not jointly, agrees to indemnify defend and hold harmless the Company, Company and each of its affiliates, the directorssubsidiaries, officers, employees directors and agents stockholders from and against and in respect of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverIndemnifiable Losses resulting from, incurred in investigating, preparing or defending against any litigation, commenced or threatenedarising out of, or imposed upon or incurred by any claim whatsoever, and person to be indemnified hereunder by reason of (i) any and all amounts paid in settlement breach of any claim representation, warranty, covenant or litigation), joint or several, to which they agreement by the Investors contained in this Agreement or any agreement, certificate or document executed and delivered by the Investors pursuant hereto or in connection with any of them may become subject under the Acttransactions contemplated by this Agreement, (ii) any failure on the Exchange Act part of such Investor to comply with the covenants and agreements contained in Section 5.2 of this Agreement regarding the resale of the Shares or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereofiii) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary ProspectusStatement, the Prospectus, or any amendment or supplement to any of themthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by or on behalf of such Investor expressly for use therein and such Investor will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person for reasonable legal and other expenses as such expenses are incurred by the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that in no case the Investors shall any Underwriter not be liable or responsible for any such untrue or alleged untrue statement or omission or alleged omission of which the Investors has delivered to the Company in writing a correction of such untrue statement or omission of a material fact a reasonable amount in excess of time before the occurrence of the underwriting discount and commissions applicable to the Public Securities purchased by transaction from or upon which such Underwriter hereunder. The parties agree that such information provided by loss, claim, damage, liability or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofexpense arose or was based.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents each of its officers who signed the Company Registration Statement and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, against any lossesor other federal or state statutory law or regulation, liabilities, claims, damages and expenses whatsoever, as incurred or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the ProspectusStatement, or any amendment or supplement thereto, including any information deemed to any of thembe a part thereof pursuant to Rule 430B under the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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; but, for each case to the extentof (i) and (ii) above, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises extent arising out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with the Underwriters’ Agent Information; provided, howeverand to reimburse the Company and each such director, that in no case shall any Underwriter be liable or responsible officer and controlling person for any amount and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of one counsel chosen by the Company) as such expenses are reasonably incurred by the Company or such officer, director or controlling person in excess of the underwriting discount and commissions applicable to the Public Securities purchased by connection with investigating, defending, settling, compromising or paying any such Underwriter hereunderloss, claim, damage, liability, expense or action. The parties agree indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that such information provided by the Agent or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofCompany may otherwise have.

Indemnification of the Company. Each UnderwriterUnderwriter severally, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliateseach of the directors of the Company, each of the directors, officers, employees and agents officers of the Company who signed the Registration Statement, and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, whatsoever as incurred (including but not limited to without limitation, reasonable attorneys’ fees and any and all reasonable expenses whatsoever, whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at Statement, or any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationsamendment thereof, or any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or in any supplement thereto or amendment or supplement to thereof, any of them, Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable strict conformity with written information furnished to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided Company by or on behalf of the Underwriters such Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists solely of the material referred to following information in the last sentence Prospectus furnished on behalf of Section 3(c) hereofeach Underwriter: the information contained in the section entitled “Price Stabilization, Short Positions”, and the first paragraph under the section entitled “Commissions and Discounts” under the caption “Underwriting (Conflicts of Interest).”

Indemnification of the Company. Each UnderwriterSubject to the subsections of this Section 4.8, severally and not jointly, agrees to the Purchaser will indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against Party harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses whatsoeverexpenses, as incurred (including but not limited to all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any and all reasonable expenses whatsoever, incurred such Company Party may suffer or incur as a result of or relating to (a) any inaccuracy in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement breach of any claim of the representations, warranties, covenants or litigation)agreements made by the Purchaser in this Agreement or in the other Transaction Documents or (b) any action instituted against the Company in any capacity, joint or several, to which they or any of them may become subject or their respective Affiliates, by any stockholder of the Company, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Company Party’s representations, warranties or covenants under the ActTransaction Documents or any agreements or understandings such Company Party may have with any such stockholder or any violations by such Company Party of state or federal securities laws or any conduct by such Company Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct) or (c) in connection with the Registration Statement of the Company to be filed providing for the resale by the Purchaser of the Conversion Shares, the Exchange Act or otherwisePurchaser will indemnify the Company Party, insofar as such to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, claimscosts (including, damages or expenses (or actions in respect thereofwithout limitation, reasonable attorneys’ fees) arise and expenses, as incurred, arising out of or are based upon an relating to any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Prospectus, the Prospectus, Prospectus or any form of prospectus or in any amendment or supplement to thereto or in any of thempreliminary prospectus, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding Purchaser furnished in writing to the Company by Purchaser expressly for use therein. If any action shall be brought against any Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the Purchaser in writing, and the Purchaser shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company Party. Any Company Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company Party except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed within ten days after notice from the Company Party to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Purchaser and the position of such Company Party, in which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Purchaser will not be liable to any Company Party under this Agreement (y) for any settlement by a Company Party effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, liability, claim, damage or expense (or action in respect thereof) arises out liability is attributable to any Company Party’s breach of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased representations, warranties, covenants or agreements made by such Underwriter hereunderCompany Party in this Agreement or in the other Transaction Documents. The parties agree that such information provided indemnification required by or on behalf this Section 4.8 shall be made by periodic payments of the Underwriters through amount thereof during the Representative consists solely course of the material referred investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to in any cause of action or similar right of any Company Party against the last sentence of Section 3(c) hereofPurchaser or others and any liabilities the Purchaser may be subject to pursuant to law.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”) against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationstime, any Preliminary Statutory Prospectus as of any time, the Final Prospectus, the Prospectus, any Written Testing-the-Waters Communication or any amendment or supplement to any of them, Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: [the Underwriters through the Representative consists solely of the material referred to concession and reallowance figures appearing in the last sentence of Section 3(c) hereof[fifth] paragraph under the caption “Underwriting” and the information contained in the [sixteenth] paragraph under the caption “Underwriting”].

Indemnification of the Company. Each UnderwriterThe Placement Agent will indemnify, severally and not jointly, agrees to indemnify defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, or any amendment thereto, or the time omission or alleged omission therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information concerning the Underwriters’ Information; provided, however, that Placement Agent furnished in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of the Underwriters through Placement Agent to the Representative Company expressly for use therein and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the material referred to Placement Agent Information. Notwithstanding the provisions of this Section 6(b), in no event shall any indemnity by the last sentence of Placement Agent under this Section 3(c6(b) hereofexceed the Placement Fee.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules Securities Act and Regulationsthe rules and regulations thereunder , any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; providedprovided , howeverhowever , that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliatesAffiliates, the directors, officers, employees and agents of the Company and each other person Person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules Securities Act and Regulationsthe rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Prospectus, Prospectus or the Prospectus, or any amendment or supplement to any of themit, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions received applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, including the Manager, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”) against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or arise out of or are based upon the omission or alleged omission 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, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through the Representative consists solely of the material referred to concession and reallowance figures appearing in the last sentence of Section 3(c) hereofsixth paragraph under the caption “Underwriting” and the information contained in the seventeenth and twenty-first paragraphs under the caption “Underwriting”.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to Underwriter shall indemnify and hold harmless the Company, its affiliatesdirectors or trustees, its officers who signed the directors, officers, employees and agents of the Company Registration Statement and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act against any lossesloss, liabilitiesclaim, claims, damages and expenses whatsoever, as incurred damage or liability (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid action in settlement of any claim or litigation), joint or several, respect thereof) to which they or any of them such indemnified party may become subject subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, liabilitiesclaim, claims, damages damage or expenses liability (or actions action in respect thereof) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectusother Time of Sale Information (taken as a whole), any Issuer Written Communication (taken together with the Time of Sale Information) or any amendment the Prospectus as amended or supplement to any of themsupplemented, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement, the Preliminary Prospectus, the Time of Sale Information (taken as a whole), any Issuer Written Communication (taken together with the Time of Sale Information) or the Prospectus as amended or supplemented a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and shall reimburse such indemnified party promptly after receipt of invoices from such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case such payments shall be promptly refunded; provided that such indemnification or reimbursement shall be available in each such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with information furnished to the Public Securities purchased Company by such an Underwriter hereunderexpressly for use therein. The parties agree that such information provided by or on behalf For purposes of Sections 2(a), 2(b), 2(c), 2(d), 7(a) and 7(b) hereof, the Underwriters through the Representative consists solely of the material referred to statements set forth in the last sentence on the cover of Section 3(c) hereofthe Preliminary Prospectus and the Prospectus and in the second to last paragraph on page S-42, in the second sentence of the fourth paragraph on page S-43 and in the first paragraph on page S-44 under the heading “Underwriting” in the Preliminary Prospectus and the Prospectus constitute the only information furnished by the Underwriters to the Company.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement at the any time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission of a material fact required to state be stated therein or necessary in order to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through the Representative consists solely of the material referred to information contained in the last sentence of Section 3(c) hereofthird, eleventh and fourteenth paragraphs under the caption “Underwriting”.

Indemnification of the Company. Each UnderwriterPlacement Agent agrees, severally and severally, but not jointly, agrees to indemnify indemnify, defend and hold harmless the Company, its affiliates, the affiliates and each of its and their respective directors, officers, employees members, employees, representatives and agents of the Company and its affiliates, and each other of its and their respective directors, officers, members, employees, representatives and agents and each person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons against any losses, liabilities, claims, damages and damages, expenses whatsoeveror liabilities to which the Company may become subject, as incurred under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of the Placement Agents), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages damages, expenses or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement to thereto or any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the UnderwritersCompany by such Placement Agent (whether directly or through the Lead Placement Agent), specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information; provided, howeverand will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, that claim, damage, liability or action. Notwithstanding the provisions of this Section 6(b), in no case event shall any Underwriter be liable or responsible for indemnity by any amount in excess of Placement Agent under this Section 6(b) exceed the underwriting discount and commissions applicable to the Public Securities purchased total compensation received by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to Placement Agent in the last sentence of accordance with Section 3(c1(b) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of under the Rules and RegulationsSecurities Act, any Preliminary Prospectuspreliminary prospectus, the Prospectus, the Prospectus Supplement or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c3(g) hereof.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationstime, any Preliminary ProspectusStatutory Prospectus as of any time, the Final Prospectus, or any amendment or supplement to any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists solely of the material referred to following information in the last sentence Preliminary Prospectus and the Final Prospectus, or any amendments or supplements thereto made at the request of Section 3(c) hereofthe Representative: the information contained in the fourth and fifth paragraphs under the caption “Underwriting” and the information contained in the second and third sentences of the eighth paragraph under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, its affiliates, the directors, officers, employees directors and agents of the Company officers and each other person or entityperson, if any, who controls “controls” the Company (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) (each, a “Underwriter Indemnified Party”) against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement at any time, the time of effectiveness and ADS Registration Statement at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationstime, any Preliminary ProspectusStatutory Prospectus at any time, the Prospectus, Final Prospectus or any amendment or supplement to any of them, Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Underwriter Indemnified Party by such Underwriter hereunder. The parties agree through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the name of the Underwriters through the Representative consists solely of the material referred to as set forth in the last sentence of Section 3(c) hereofprospectus.

Indemnification of the Company. Each UnderwriterInitial Purchaser agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees directors and agents of the Company officers and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnified Parties” and each, a “Company Indemnified Party”), against any Loss to which any Company Indemnified Party may become subject, under the Securities Act, the Exchange Act, against any lossesor other federal or state statutory law or regulation, liabilities, claims, damages and expenses whatsoever, as incurred or at common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of such Initial Purchaser), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses Loss (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary ProspectusCompany Additional Written Communication, the Prospectus, Pricing Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of them, thereto) or arise out of or are based upon 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, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in any Company Additional Written Communication, the Pricing Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by such Initial Purchaser through the Representatives expressly for use therein; provided, however, that in no case shall and to reimburse any Underwriter be liable or responsible Company Indemnified Party for any amount and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by such Company Indemnified Party, in excess connection with investigating, defending, settling, compromising or paying any such Losses or action. The Company hereby acknowledges that the only information furnished to the Company by any Initial Purchaser through the Representatives expressly for use in any Company Additional Written Communication, the Pricing Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the first sentence of the underwriting discount sixth paragraph, the second sentence of the ninth paragraph and commissions applicable the tenth and eleventh paragraphs under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofCompany Indemnified Parties.

Indemnification of the Company. Each Underwriter, Initial Purchaser will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees directors and agents of the Company officers and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, an “Initial Purchaser Indemnified Party” and, together with the Company Indemnified Parties, each, an “Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Initial Purchaser Indemnified Party may become subject subject, under the Securities Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained to the same extent as the indemnity set forth in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingparagraph (a) above, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters Initial Purchaser through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Initial Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Initial Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Initial Purchaser consists solely of the material referred to following information in the last sentence Preliminary Offering Memorandum and the Offering Memorandum: the information contained in the third paragraph under the caption “Plan of Section 3(c) hereofDistribution,” the information contained in the fifth and sixth sentences of the seventh paragraph under the caption “Plan of Distribution” and the information contained in the ninth paragraph under the caption “Plan of Distribution.”

Indemnification of the Company. Each UnderwriterIn the event that the Company registers any of the Registrable Securities under the Securities Act, severally and not jointly, agrees to each holder of the Registrable Securities so registered will indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents each of its officers who have signed or otherwise participated in the preparation of the Company registration statement, each underwriter of the Registrable Securities so registered (including, without limitation, any broker or dealer through whom such of the shares may be sold) and each other person or entityPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, liabilities, claims, damages and damages, expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation)liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act applicable state securities laws or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or controlling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, liabilities, claims, damages or expenses (damages, expenses, liabilities or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or in the registration statement or prospectus as from time of effectiveness and at any subsequent to time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, amended or any amendment or supplement to any of them, supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with information furnished in writing to the Underwriters’ InformationCompany in connection therewith by such holder of Registrable Securities expressly for use therein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds received by such holder of Registrable Securities sold in no such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Securities, the Company will notify such holder of Registrable Securities in writing of the commencement thereof (provided that failure to so notify such holder shall not relieve such holder from any liability it may have hereunder, except and only to the extent that it has been damaged thereby), and, subject to the provisions hereinafter stated, such holder of Registrable Securities shall be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Securities. The Company and each such director, officer, underwriter or controlling Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel subsequent to any assumption of the defense by such holder of Registrable Securities shall not be at the expense of such holder of Registrable Securities unless employment of such counsel has been specifically authorized in writing by such holder of Registrable Securities; provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select not more than one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. At any time, the Company or any such director, officer, underwriter or controlling Person may select separate counsel and assume its own legal defense with the expenses and fees of such separate counsel and other expenses related to such separate counsel to be borne by the Company or such director, officer, underwriter or controlling Person, as the case may be. Such holder of Registrable Securities shall any Underwriter not be liable to indemnify any Person for any settlement of any such action effected without such holder's written consent. No holder of Registrable Securities shall, except with the approval of each party being indemnified under this Section 2.06, consent to entry of any judgment or responsible enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation. In order to provide for just and equitable contribution to joint liability under the Securities Act, applicable state securities laws, or under any other statute or at common law or otherwise, in any case in which the Company exercising its rights under this Article II, makes a claim for indemnification pursuant to this Section 2.06, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 2.06 provides for indemnification, in such case, then the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of Registrable Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the holder of Registrable Securities on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the holder of Registrable Securities on the other, and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (A) no such holder will be required to contribute any amount in excess of the underwriting discount public offering price of all such Registrable Securities offered by it pursuant to such registration statement, and commissions applicable to (B) no person or entity guilty of fraudulent misrepresentation (within the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf meaning of Section 11(f) of the Underwriters through the Representative consists solely Securities Act) will be entitled to contribution from any person or entity who was not guilty of the material referred to in the last sentence of Section 3(c) hereofsuch fraudulent misrepresentation.

Indemnification of the Company. Each UnderwriterThe Placement Agent will indemnify, severally and not jointly, agrees to indemnify defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, or any amendment thereto, or the time omission or alleged omission therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount conformity with information concerning such Placement Agent furnished in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of such Placement Agent to the Underwriters through Company expressly for use therein and to reimburse the Representative Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the material referred to in the last sentence of Section 3(c) hereofPlacement Agent Information.

Indemnification of the Company. Each UnderwriterIn the event that the Company registers any of the Registrable Shares under the Securities Act, severally and not jointly, agrees to Investor will indemnify and hold harmless the Company, each of its affiliates, the directors, officerseach of its officers who have signed the registration statement, employees and agents each underwriter of the Company Registrable Shares so registered and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, liabilities, claims, damages and damages, expenses whatsoever, as incurred or liabilities (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid action in settlement of any claim or litigationrespect thereof), joint or several, to which they or any of them may become subject under the Act, the Exchange Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or controlling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, liabilities, claims, damages or expenses (damages, expenses, liabilities or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time of effectiveness and at any subsequent to time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, amended or any amendment or supplement to any of them, supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with information furnished in writing to the Underwriters’ InformationCompany in connection therewith by Investor, expressly for use therein; provided, however, that in no case Investor’s obligations hereunder shall any Underwriter be liable or responsible for any limited to an amount in excess equal to the proceeds to Investor of the underwriting discount Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against Investor, the Company will notify Investor in writing of the commencement thereof, and commissions applicable Investor shall, subject to the Public Securities purchased by provisions hereinafter stated, assume the defense of such Underwriter hereunderaction (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against Investor. The parties agree that Company and each such information provided director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or any underwriter or controlling person by counsel retained by or on the behalf of Investor would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case Investor shall pay, as incurred, the Underwriters through fees and expenses of such separate counsel. Notwithstanding the Representative consists solely two preceding sentences, if the action is one in which the Company may be obligated to indemnify Investor pursuant to Section 2.9, the Company shall have the right to assume the defense of such action, subject to the right of such holders to participate therein as permitted by Section 2.9. Investor shall not be liable to indemnify any person for any settlement of any such action effected without Investor’s consent (which consent shall not be unreasonably withheld). Investor shall not, except with the approval of the material referred Company (which approval shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the party being so indemnified of a release from all liability in the last sentence of Section 3(c) hereofrespect to such claim or litigation.

Indemnification of the Company. Each UnderwriterUnderwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and its directors and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or severalincurred, to which they the Company or any of them such director or controlling person may become subject subject, under the Securities Act, the Exchange Act or otherwiseother 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 such Underwriter), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at Statement, any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsIssuer Free Writing Prospectus, any Preliminary Prospectus, Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthereto), or arise arises out of or are is based upon the omission or alleged omission to state therein a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein not misleading, in each case to the extent, but and only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunderthrough the Representatives expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The parties agree Company hereby acknowledges that such the only information provided by or on behalf of that the Underwriters through the Representative consists solely of Representatives have furnished to the material referred to Company expressly for use in the last sentence of Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh and twelfth paragraphs under the caption “Underwriting” in the Preliminary Prospectus Supplement and the Prospectus. The indemnity agreement set forth in this Section 3(c8(b) hereofshall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents each of its officers who signed the Company Registration Statement and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, against any lossesor other federal or state statutory law or regulation, liabilities, claims, damages and expenses whatsoever, as incurred or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the ProspectusStatement, or any amendment or supplement thereto, including any information deemed to any of thembe a part thereof pursuant to Rule 430B under the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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; but, for each case to the extentof (i) and (ii) above, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises extent arising out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriters’ Information; providedCompany by the Agent expressly for use in the Registration Statement, howeverany such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information set forth in no case shall any Underwriter be liable or responsible the eighth paragraph under the caption “Plan of Distribution” in the Prospectus, and to reimburse the Company and each such director, officer and controlling person for any amount and all expenses (including the fees and disbursements of one counsel chosen by the Company) as such expenses are reasonably incurred by the Company or such officer, director or controlling person in excess of the underwriting discount and commissions applicable to the Public Securities purchased by connection with investigating, defending, settling, compromising or paying any such Underwriter hereunderloss, claim, damage, liability, expense or action. The parties agree indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that such information provided by the Agent or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofCompany may otherwise have.

Indemnification of the Company. Each UnderwriterThe Placement Agent will indemnify, severally and not jointly, agrees to indemnify defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at Statement, or any amendment thereto, or the time omission or alleged omission therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, Prospectus (or any amendment or supplement to any of themthereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information concerning the Underwriters’ Information; provided, however, that Placement Agent furnished in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of the Underwriters through Placement Agent to the Representative Company expressly for use therein and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the material referred to Placement Agent Information. Notwithstanding the provisions of this Section 6(b), in no event shall any indemnity by the last sentence of Placement Agent under this Section 3(c6(b) hereofexceed the total compensation received by such Placement Agent in accordance with Section 1(b).

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, (each, an “Underwriter Indemnified Party”) against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationstime, any Preliminary Pricing Prospectus as of any time, the Final Prospectus, the Prospectus, any Written Testing-the-Waters Communication or any amendment or supplement to any of them, Permitted Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through the Representative consists solely of the material referred to concession and reallowance figures appearing in the last sentence of Section 3(c) hereoffourth paragraph under the caption “Underwriting” and the information contained in the seventh, fourteenth and fifteenth paragraphs under the caption “Underwriting”.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees employees, and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages damages, and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act Act, or otherwise, insofar as such losses, liabilities, claims, damages damages, or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules Securities Act and Regulationsthe rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage damage, or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”) against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement at the time of effectiveness and any time, any Statutory Prospectus at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectustime, the Prospectus, Final Prospectus or any amendment or supplement to any of them, Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of [(i)] the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through the Representative consists solely of the material referred to concession and reallowance figures appearing in the last sentence paragraph under the caption “Underwriting” [; and (ii) the following information in the Final Prospectus furnished on behalf of Section 3(c) hereof[insert name of Underwriter]: ].

Indemnification of the Company. Each Underwriter, severally and not jointly, The Placement Agent agrees to indemnify indemnify, defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at or the time omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of a material fact contained in the Rules and Regulations, any Preliminary Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus in reliance upon and in conformity with information concerning the Underwriters’ Information; provided, however, that Placement Agent furnished in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of the Underwriters through Placement Agent to the Representative consists solely Company expressly for use therein, and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company (including reasonable fees and disbursements of counsel), or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Notwithstanding the material referred to provisions of this Section 5(b), in no event shall any indemnity by the last sentence of Placement Agent under this Section 3(c5 (b) hereofexceed the total compensation actually received by the Placement Agent in accordance with Section 1 hereto.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the affiliates and each of its and their respective directors, officers, employees members, employees, representatives, partners, shareholders, affiliates, counsel, and agents of the Company and each other person or entityperson, if any, who controls the Company control such persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act (collectively the “Company Indemnified Parties,” and each a “Company Indemnified Party”) against any lossesand all loss, liabilitiesliability, claimsclaim, damages damage and expenses whatsoever, as incurred expense whatosever (including but not limited to reasonable attorneys’ fees and any and all reasonable legal or other expenses whatsoever, reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoeverbut only with respect to untrue statements or omissions, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained statements or omissions made in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, ADS Registration Statement, any Preliminary Prospectus, the Prospectus, Pricing Disclosure Package or Prospectus or any amendment or supplement to thereto or in any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingapplication, in each case to the extentreliance upon, but only to the extentand in strict conformity with, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, howeverthe Registration Statement, that the ADS Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in no case respect of which indemnity may be sought against any Underwriter, such Underwriter shall any Underwriter be liable or responsible for any amount in excess have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 9(a)(ii). The Company agrees promptly to notify the Representative of the underwriting discount and commissions applicable to commencement of any litigation or proceedings against the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by Company or on behalf any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Underwriters through the Representative consists solely Securities Act or Section 20 of the material referred to Exchange Act, in connection with the last sentence issuance and sale of Section 3(c) hereofthe Offered ADSs, Pre-Funded Warrants and Warrants or in connection with the Registration Statement, the ADS Registration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus.

Indemnification of the Company. Each UnderwriterInitial Purchaser, severally and not jointly, agrees to shall indemnify and hold harmless the CompanyCompany and its directors, its affiliates, the directors, officers, employees and agents of the Company officers and each other person or entityperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (collectively, the “Company Indemnified Parties,” and each a “Company Indemnified Party”) against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoever, as incurred expense or liability whatsoever (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoeveraction, and any and all amounts paid investigation or proceeding in settlement of any claim or litigationrespect thereof), joint or several, to which they or any of them such Company Indemnified Party may become subject subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages expense, liability, action, investigation or expenses (or actions in respect thereof) arise proceeding arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at Preliminary Offering Memorandum, any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulationsother Time of Sale Information, any Preliminary ProspectusIssuer Written Communication, any Permitted General Solicitation, any road show or the ProspectusOffering Memorandum, or in any amendment or supplement to any of themthereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Memorandum, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such the untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree that such information provided the Representatives by or on behalf of any Initial Purchaser specifically for use therein, which information the Underwriters through parties hereto agree is limited to the Representative Initial Purchasers’ Information as defined in this Section 7(b), and shall reimburse the Company Indemnified Party for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by any Initial Purchaser under this Section 7(b) exceed the total discount and commission received by such Initial Purchaser in connection with the Offering. The parties hereto acknowledge and agree that, for all purposes of this Agreement, the “Initial Purchasers’ Information” consists solely of the material referred to statements concerning the Initial Purchasers contained in the last seventh paragraph, the fourth sentence of Section 3(c) hereofthe eighth paragraph and the tenth paragraph, in each case, under the heading “Plan of Distribution” in the Time of Sale Information and the Offering Memorandum.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company directors and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”) against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement at the any time of effectiveness and at (or any subsequent time amendment thereto) , including any information deemed to be a part thereof pursuant to Rules 430A and 430B of the Rules and Regulationsor 430C, any Preliminary preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus, Prospectus or any amendment or supplement to any of them, Written Testing-the-Waters Communication or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of Underwriters’ Information; provided, however, . This indemnity will be in addition to any liability that in no case shall any each Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofmight otherwise have.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Placement Agent agrees to indemnify indemnify, defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at or the time omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of a material fact contained in the Rules and Regulations, any Preliminary Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus in reliance upon and in conformity with information concerning the Underwriters’ Information; provided, however, that Placement Agent furnished in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of the Underwriters through Placement Agent to the Representative consists solely Company expressly for use therein, and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company (including reasonable fees and disbursements of counsel), or any such director, officer or controlling person in Cardium Therapeutics, Inc. connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Notwithstanding the material referred to provisions of this Section 5(b), in no event shall any indemnity by the last sentence of Placement Agent under this Section 3(c5 (b) hereofexceed the total compensation actually received by the Placement Agent in accordance with Section 1 hereto.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules Securities Act and Regulationsthe rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter (or any related Underwriter Indemnified Party) be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided ; and provided, further, that, no Underwriter shall be liable for any losses, liabilities, claims, damages or expenses (or actions in respect thereof) arising out of or are based upon an untrue statement or alleged untrue statement of a material fact made by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofanother Underwriter.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Placement Agent agrees to indemnify indemnify, defend and hold harmless the Company, each of its affiliates, the directors, officerseach of its officers who sign the Registration Statement, employees and agents of the Company and each other any person or entity, if any, who controls the Company company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, against any losses, liabilities, claims, damages and damages, expenses whatsoeveror liabilities to which the Company or such persons may become subject, as incurred under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of the Placement Agent), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages damages, expenses or expenses liabilities (or actions in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement to thereto or any of themIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by the Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s Information relating to the Placement Agent, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action; (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Placement Agent contained herein; or (iii) in whole or in part upon any failure of the Placement Agent to perform its obligations hereunder or under law. Notwithstanding the provisions of this Section 6(b), in no event shall any indemnity by the Placement Agent under this Section 6(b) exceed the total compensation received by the Placement Agent specifically relating to the offer and sale of the Shares in accordance with Section 1(b) hereof; provided, however, that in no case this limitation shall any Underwriter be liable or responsible not apply for any amount in excess losses, claims, damages, expenses or liabilities that arise out of or are based on any action of or failure to act by the underwriting discount and commissions applicable Placement Agent to the Public Securities purchased extent such losses, claims, damages, expenses or liabilities are determined, by such Underwriter hereunder. The parties agree that such information provided a final, non-appealable judgment by a court, to have resulted from the Placement Agent’s fraudulent act or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofintentional misconduct.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Company agrees to indemnify and hold harmless the CompanyHolder and each of its officers, its affiliatesemployees, the Affiliates, directors, officerspartners, employees members, attorneys and agents of the Company agents, and each other person or entityperson, if any, who controls the Company Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”), from and against any expenses, losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilitiesjudgments, claims, damages or expenses (liabilities, whether joint or actions in respect thereof) arise several, arising out of or are based upon an any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the ProspectusStatement, or any amendment or supplement to such Registration Statement, any of them“free writing prospectus” (as defined in Rule 405 under the Securities Act), or arise any “issuer information” (as defined in Rule 433 under the Securities Act) or any “road show” (as defined in Rule 433 under the Securities Act), or arising out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in each connection with any such registration; and the Company shall promptly reimburse the Holder Indemnified Party for any documented legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent, but only to the extent, extent that any such expense, loss, liability, claim, damage or expense (or action in respect thereof) liability arises out of or is based upon any such untrue statement or alleged allegedly untrue statement or omission or alleged omission made therein in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), or any “road show” (as defined in Rule 433 under the Securities Act) in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with information furnished to the Public Securities purchased Company, in writing, by such Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofselling holder expressly for use therein.

Indemnification of the Company. the Operating Partnership and its General Partner. Each UnderwriterAgent and each Forward Purchaser, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliatesthe Operating Partnership, the general partner of the Operating Partnership (the “General Partner”), each of the Company’s directors, officers, employees and agents each of the Company’s officers who signed the Registration Statement on behalf of the Company or the General Partner and each other person or entityperson, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or severalincurred, to which they the Company, the Operating Partnership, the General Partner, any such director or officer or any of them such controlling person may become subject under the Act, the Exchange Act or otherwisesubject, insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsStatement, any Preliminary Issuer Free Writing Prospectus, any preliminary prospectus, the Prospectus, Disclosure Package or the Prospectus (or any amendment or supplement to any of themthereto), or arise arises out of or are is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but and only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany and the Operating Partnership by the Agents or the Forward Purchasers expressly for use therein; providedand to reimburse the Company, howeverthe Operating Partnership, that in no case shall the General Partner, any Underwriter be liable such director or responsible officer or any such controlling person for any amount and all documented and reasonably incurred expenses (including the fees and disbursements of counsel chosen by the Company) as such expenses are incurred by the Company, the Operating Partnership, the General Partner, any such director or officer or any such controlling person in excess connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Operating Partnership hereby acknowledge that the only information that the Agents or the Forward Purchasers have furnished to the Company and the Operating Partnership expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the first sentence of the underwriting discount and commissions applicable to ninth full paragraph under caption “Plan of Distribution (Conflicts of Interest)” in the Public Securities purchased by such Underwriter hereunderProspectus concerning the exemption of the Common Stock from the requirements of Regulation M under the Exchange Act. The parties agree indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that such information provided by any Agent or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofany Forward Purchaser may otherwise have.

Indemnification of the Company. Each Underwriter, Underwriter will severally and not jointly, agrees to jointly indemnify and hold harmless the Company, each of its affiliates, the directors, officers, employees and agents of the Company trustees and each other person or entityof its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, liabilities to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement at the any time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission of a material fact required to state be stated therein or necessary in order to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that and in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable conformity with written information furnished to the Public Securities purchased Company by such Underwriter hereunder. The parties agree through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information provided furnished by or any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the Underwriters through the Representative consists solely of the material referred to information contained in the last sentence of Section 3(c) hereofeleventh and fourteenth paragraphs under the caption “Underwriting”.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Placement Agent agrees to indemnify indemnify, defend and hold harmless the Company, its affiliates, the directors, directors and officers, employees and agents of the Company and each other person or entityany person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, liabilitiesclaim, claimsdamage, damages and expenses whatsoeverliability or expense, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverwhich, incurred in investigatingjointly or severally, preparing or defending against any litigation, commenced or threatened, the Company or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them such person may become subject under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agent), insofar as such lossesloss, liabilitiesclaim, claimsdamage, damages liability or expenses expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at or the time omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of a material fact contained in the Rules and Regulations, any Preliminary Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus in reliance upon and in conformity with information concerning the Underwriters’ Information; provided, however, that Placement Agent furnished in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased by such Underwriter hereunder. The parties agree that such information provided writing by or on behalf of the Underwriters through Placement Agent to the Representative consists solely Company expressly for use therein, and to reimburse the Company, or any such Cardium Therapeutics, Inc. director, officer or controlling person for any legal and other expense reasonably incurred by the Company (including reasonable fees and disbursements of counsel), or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Notwithstanding the material referred to provisions of this Section 4(b), in no event shall any indemnity by the last sentence of Placement Agent under this Section 3(c4 (b) hereofexceed the total compensation actually received by the Placement Agent in accordance with Section 1 hereto.

Indemnification of the Company. Each UnderwriterSubject to the provisions of this Section 4.10, severally and not jointly, agrees to the Purchasers will indemnify and hold harmless the Company, Company and its affiliates, the directors, officers, employees shareholders, employees, agents, successors and agents permitted assigns (and any other Persons with a functionally equivalent role of the Company and a Person holding such titles notwithstanding a lack of such title or any other title), each other person or entity, if any, Person who controls the such Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), against and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a “Company Party”) harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses whatsoeverexpenses, as incurred (including but not limited to all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any and all reasonable expenses whatsoeversuch Company Party may suffer or incur as a result of or relating to any breach of any of the representations, incurred warranties, covenants or agreements made by the Purchasers in investigating, preparing this Agreement or defending in the other Transaction Documents. If any action shall be brought against any litigationCompany Party in respect of which indemnity may be sought pursuant to this Agreement, commenced or threatened, or any claim whatsoeversuch Company Party shall promptly notify the Purchasers in writing, and the Purchasers shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company Party. Any Company Party shall have the right to employ separate counsel in any such action and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained participate in the Registration Statement defense thereof, but the fees and expenses of such counsel shall be at the time expense of effectiveness and at any subsequent time pursuant such Company Party except to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, extent that the Prospectus, or any amendment or supplement employment thereof has been specifically authorized by the Purchasers in writing. The Purchasers will not be liable to any of themCompany Party under this Agreement (y) for any settlement by a Company Party effected without the Purchasers’ prior written consent, which shall not be unreasonably withheld or arise out of delayed; or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case (z) to the extent, but only to the extent, extent that any such a loss, liability, claim, damage or expense (or action in respect thereof) arises out liability is attributable to any Company Party’s breach of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Public Securities purchased representations, warranties, covenants or agreements made by such Underwriter hereunder. The parties agree that such information provided by Company Party in this Agreement or on behalf of the Underwriters through the Representative consists solely of the material referred to in the last sentence of Section 3(c) hereofother Transaction Documents to which it is a party or from such Company Party’s fraud, gross negligence, willful misconduct or malfeasance.