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 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 Securities Act and the 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 be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunder.

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 Securities Act Rules and the rules and regulations thereunderRegulations, 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 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, 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 Securities Act and the 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; 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 Securities purchased by such Underwriter hereunder.

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 Securities Act and the 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 related Underwriter Indemnified Person) be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunder.

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 Securities Act and the rules and regulations thereunderthereunder , 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 Firm Securities purchased by such Underwriter hereunder.

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 (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, Relevant Officer or controlling person may become subject subject, under the Securities Act, the Exchange Act 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 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 Securities Act and the rules and regulations thereunderIssuer 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 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 Company hereby acknowledges that the only information that the Underwriters 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 sixth paragraph and the third sentence of the eighth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter 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 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 Securities Act and the rules and regulations thereunder, 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 such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Underwriters’ InformationCompany 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), that in no case event shall any Underwriter be liable or responsible for indemnity by any amount in excess Placement Agent under this Section 6(b) exceed its pro rata share of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunderPlacement 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 Securities Act Rules and the rules and regulations thereunderRegulations, 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 written information provided by the Underwriters’ InformationUnderwriter to the Company; 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 Offered Securities purchased by such Underwriter hereunder.

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 Securities Act and the 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 be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Securities Public Shares purchased by such Underwriter hereunder.

Indemnification of the Company. Each Underwriter, severally and not jointly, of the Underwriters agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees and agents of the Company employees, and each other person or entityperson, if any, who controls control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act (“Company Indemnified Person”) 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 whatsoeverLiabilities, and shall reimburse each Company Indemnified Person for all Expenses as they are incurred in investigatingconnection with such Company Indemnified Person’s enforcement of his, preparing her or defending against any litigationits rights under this Agreement, 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 arising out of or are based upon an untrue statement or alleged (i) any 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 Securities Act and the rules and regulations thereunder, any Preliminary Prospectus, or the Prospectus, or any amendment or supplement to any of themthereto, or arise out of or are based in reliance upon and in conformity with the omission or alleged Underwriter’s Information, (ii) the omission to state therein in the Registration Statement or the Prospectus, or 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 extentextent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriter’s Information, that or (iii) any payment of compensation or other fees owed to one of more selected dealers pursuant to any selected dealer agreements, and shall reimburse the Company 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, claimaction, damage investigation or expense (or action in respect thereof) arises out proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon this Section 5(c), each of the Underwriters’ Information; provided, however, that in no case Underwriters shall any Underwriter not be liable or responsible required to indemnify the Company for any amount in excess of the underwriting discount and commissions discounts applicable to the Securities purchased by such Underwriter hereunderthe Underwriter.

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 Securities Act Rules and the rules and regulations thereunderRegulations, 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 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 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 Securities Act Rules and the rules and regulations thereunderRegulations, 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 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 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 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 any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, 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’ InformationPlacement Agent furnished in writing by or on behalf of the Placement Agent to the 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), that in no case event shall any Underwriter be liable or responsible for any amount in excess indemnity by the Placement Agent under this Section 6(b) exceed its pro rata share of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunderPlacement 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 Securities Act Rules and the rules and regulations thereunderRegulations, 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 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 Securities Act and the rules and regulations thereunderthereunder , 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 Securities purchased by such Underwriter hereunder.

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 Securities Act Rules and the rules and regulations thereunderRegulations, 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 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 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 any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, 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’ InformationPlacement Agent furnished in writing by or on behalf of the Placement Agent to the 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), that 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 Securities purchased by such Underwriter hereunderPlacement Fee.

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 Securities 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 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 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 Securities Act and the rules and regulations thereunderPreliminary 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 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 hereunderIndemnified 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 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 for inclusion in the documents referred to in the foregoing indemnity.

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 Securities 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 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 any part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereundertime, 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 Securities purchased by such Underwriter hereunderProspectus furnished on behalf of the Manager: the first sentence of the fifth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.

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 Securities 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 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 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 Securities Act and the 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 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 Securities purchased Company by such Underwriter hereunderthrough 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 the following information in the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the sixth and twelfth paragraphs under the caption “Underwriting”.

Indemnification of the Company. Each UnderwriterSubject to the conditions set forth below, severally and not jointlyin connection with any registration of the Warrant Shares pursuant to this Section, Holder agrees to indemnify and hold harmless the Company, its affiliates, any underwriter for the directors, offering and each of their officers, employees directors and agents of the Company and each other person or entityperson, if any, who controls the Company or the underwriter (each a "Company Indemnified Party"), within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against as follows: (a) Against any and all losses, liabilities, claims, damages and expenses whatsoeverwhatsoever (including, as incurred (including but not limited to reasonable attorneys’ fees and to, any and all reasonable expenses whatsoever, whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened) (collectively, or any claim whatsoever, and any and all amounts paid "Claims") (including payments made in settlement of any claim or litigation), joint or several, to which they or any if such settlement is effected with the written consent of them may become subject under the Securities Act, the Exchange Act or otherwise, Holder) insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) Claims arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B effective date of the Securities Act and the rules and regulations thereunder, any Preliminary Prospectusregistration statement), the Prospectusregistration statement or the prospectus (as from time to time amended and supplemented), or in any amendment or supplement to application filed under any of themBlue Sky Laws, 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, 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 untrue statement or alleged untrue statement of a material fact or such omission or alleged omission was made therein in reliance the preliminary prospectus, the registration statement or the prospectus, or in such application solely upon and in conformity with written information furnished by Holder pursuant to Section 5.02; and (b) In no case shall Holder be liable under this indemnity agreement with respect to any Claim made against any Company Indemnified Party unless Holder shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Company Indemnified Party, promptly after such person shall have been served with the Underwriters’ Informationsummons or other legal process giving information as to the nature and basis of the Claim. The failure to so notify Holder, if prejudicial in any material respect to Holder's ability to defend such Claim, shall relieve Holder from its liability to the Company Indemnified Party under this Article V to the extent of such prejudice. Holder shall be entitled to participate at its own expense in the defense of any Claim, but if Holder elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory to the Company Indemnified Party. In the event Holder elects to assume the defense of any such Claim and retain such counsel, the Company Indemnified Party, defendant in the suit, shall, after the date such party is notified of such election, bear the fees and expenses of any counsel thereafter retained by such party, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that in no case shall if the Company Indemnified Party reasonably believes that there may be available to such party any Underwriter be liable defense or responsible for any amount in excess counterclaim different than those available to Holder or that representation of the underwriting discount Company Indemnified Party by counsel for Holder presents a conflict of interest for such counsel, then the Company Indemnified Party shall be entitled to defend such suit with counsel of such party's own choosing and commissions applicable to Holder shall bear the Securities purchased by fees, expenses and other costs of such Underwriter hereunderseparate counsel.

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 Securities Act and the rules and regulations thereunder, 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 and in conformity with information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Underwriters’ InformationCompany 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agents consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), that in no case event shall any Underwriter be liable or responsible for any amount in excess indemnity by the Placement Agents under this Section 6(b) exceed its pro rata share of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunderPlacement 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 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 Securities Act and the 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 Securities purchased by such Underwriter hereunder.

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 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 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 Securities 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 Securities Act and the rules and regulations thereunder, 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 Securities purchased by transaction from or upon which such Underwriter hereunderloss, claim, damage, liability or expense arose or was based.

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 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 or the ADS Registration Statement, at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Rules and the rules and regulations thereunderRegulations, 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 Securities purchased by such the Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriter through the Underwriter consists solely of the material referred to in the last sentence of Section 3(c) hereof.

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 Securities Act and the rules and regulations thereunderIssuer 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 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 Company hereby acknowledges that the only information that the Underwriters through the 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 ninth and tenth paragraphs under the caption “Underwriting” in the Preliminary Prospectus Supplement and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter14.1 Subject to the conditions set forth below, severally and not jointly, the Managing Broker-Dealer agrees to indemnify and hold harmless harmless: (i) the Company, (ii) its affiliates, the directors, officers, employees and agents of the Company agents, and (iii) each other person or entityperson, if any, who controls the Company within and its own directors, officers, owners, employees, agents, and each of their respective attorneys and accountants (all of the meaning foregoing persons described in clauses (i) through (iii) being collectively referred to as the “Company Parties”), against any and all loss, liability, claim, damage and expense whatsoever arising out of Section 15 or based upon: (a) Any unauthorized verbal or written representations in connection with the Offering made by the Managing Broker-Dealer (other than by the Company or its employees or agents), or its employees or agents (including any Selling Group Members) in violation of the Securities Act or Section 20 any other applicable federal or state securities laws and regulations; (b) The material breach by the Managing Broker-Dealer of the Exchange Actany term, against any lossescondition, liabilitiesrepresentation, 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 threatenedwarranty, or covenant of this Agreement, other than those breaches committed in reliance on 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 violation by the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses Company hereof; or (or actions in respect thereofc) 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 Securities Act and the rules and regulations thereunder, any Preliminary Prospectus, the Prospectuscomprising a Managing Broker-Dealer Disclosure Statement, 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 from the Registration Statement 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 which omission or alleged omission made related to a Managing Broker-Dealer Disclosure Statement. 14.2 If any action (including any third-party action) is brought against a Company Party in respect of which indemnity may be sought hereunder, the Company shall promptly notify the Managing Broker-Dealer in writing of the institution of such action. 14.3 Upon proper notice from an indemnified Company Party, the Managing Broker-Dealer will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel who shall be reasonably satisfactory to the indemnified party. After notice from the Managing Broker-Dealer of its election to assume the defense thereof, the Managing Broker-Dealer will not be liable to the Company Party under Section 14.1 for any legal or other expenses subsequently incurred by such Company Party in reliance upon connection with the Underwriters’ Informationdefense thereof; provided, however, that if the defendants in any such action include both a Company Party and the Managing Broker-Dealer, and the Company Party shall have reasonably concluded that there may be legal defenses available to it or other indemnified parties which are different from or additional to those available to the Managing Broker-Dealer, then the Company Party or Parties shalt have the right to select one separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on their behalf, in which event the fees and expenses of such separate counsel shall be borne by the Managing Broker-Dealer, in no case event shall any Underwriter the Managing Broker-Dealer be liable for fees and expenses of more than one counsel for each Company Party separate from the Managing Broker-Dealer’s own legal counsel. The Managing Broker-Dealer shall not be liable to any Company Party on account of any settlement of any claim or responsible for any amount in excess action effected without the consent of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunderCompany Party.

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 Securities Act Rules and the rules and regulations thereunderRegulations, 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 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 Placement Agent will indemnify and hold harmless the CompanyCompany and its stockholders, its affiliates, the directors, officersofficers and employees against any losses, employees and agents of the Company and each other person claims, damages, expenses or entityliabilities to which such Person may become subject, if any, who controls the Company within the meaning of Section 15 of under the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred 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 Securities 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 untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Rules and the rules and regulations thereunderRegulations, any Preliminary Prospectusif applicable, the ProspectusBase Prospectus or any Prospectus Supplement, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference therein), or in any of themMarketing 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, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable, the Prospectus Supplement, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus Supplement), or in any Marketing Materials, 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 in no case and shall any Underwriter be liable or responsible reimburse the Company promptly upon demand for any amount documented legal fees or other expenses reasonably incurred by the Company in excess of the underwriting discount connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise reasonably incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and commissions applicable to the Securities purchased by such Underwriter hereunderexpenses are incurred.

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 Securities Act Rules and the rules and regulations thereunderRegulations, 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 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, 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 Securities Act and the rules and regulations thereunder, 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; providedPlacement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, howeverwhich information the parties hereto agree is limited to the Placement Agent Information and shall reimburse the Company, that 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 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 Securities purchased total compensation received by such Underwriter hereunderPlacement Agent in accordance with Section 1(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 Securities Act and the 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 Securities purchased by such Underwriter hereunder.

Indemnification of the Company. Each UnderwriterTo the extent permitted by law, severally each selling Holder, on a several and not jointlyjoint basis, agrees to will indemnify and hold harmless the Company, each of its affiliates, the directors, officerseach of its officers who signed the Registration Statement, 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 Act, any underwriter, any other Holder selling securities in such Registration Statement and any controlling Person of any such underwriter or Section 20 of the Exchange Actother Holder, against any 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 in settlement of any claim or litigation), joint or several) (or actions, proceedings or settlements in respect thereof) to which they or any of them the foregoing Persons may become subject subject, under the Securities Act, the Exchange Act or otherwiseother federal, state or foreign securities laws, or common law, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions proceedings or settlements in respect thereofthereto) 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 Violation (but excluding clause (iii) of the Securities Act and the 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 misleadingdefinition thereof), in each case to the extent, but extent (and only to the extent, ) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder to the Company expressly for use in connection with such registration; and each such Holder will reimburse any Person intended to be indemnified pursuant to this Section 7(b) for any legal or other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, liability, claim, damage damage, liability 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’ Informationaction; provided, however, that the indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed), provided, further that in no case event shall any Underwriter be liable or responsible for any amount in excess of indemnity under this Section 7(b) exceed the underwriting discount and commissions applicable to net proceeds from the Securities purchased offering received by such Underwriter hereunderHolder.

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 Securities Act Rules and the rules and regulations thereunderRegulations, 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 Securities purchased by such Underwriter hereunder. The parties hereto 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 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 (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, Relevant Officer or controlling person may become subject subject, under the Securities Act, the Exchange Act 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 Securities Act and the rules and regulations thereunderIssuer 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 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 Company hereby acknowledges that the only information that the Underwriters through the 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 sixth paragraph and the third sentence of the eighth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall 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 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 Securities 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 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 any part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereundertime, 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 Securities purchased by such Underwriter hereunderProspectus furnished on behalf of the Managers: the first sentence of the fifth paragraph under the heading “Plan of Distribution” in the Prospectus 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 Securities Act and the 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 Securities purchased by such Underwriter hereunder.

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 Securities Act, the Exchange 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 Securities Act and the rules and regulations thereunder, 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 such Holder’s obligations hereunder shall be limited to an amount equal to the proceeds to such Holder of the Registrable Shares 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 Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and such Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any 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 fees and expenses of such separate counsel. Notwithstanding the two preceding sentences, if the action is one in which the Company may be obligated to indemnify any Underwriter 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 or responsible to indemnify any person for any amount in excess 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 underwriting discount and commissions applicable 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 Securities purchased by party being so indemnified of a release from all liability in respect to such Underwriter hereunderclaim or litigation.

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 Securities Act and the rules and regulations thereunder, 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 and in conformity with information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Underwriters’ Information; providedCompany expressly for use therein and to reimburse the Company, howeveror any such director, that in no case shall any Underwriter be liable officer or responsible controlling person for any amount legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in excess of the underwriting discount and commissions applicable to the Securities purchased by connection with investigating, defending, settling, compromising or paying any such Underwriter hereunderloss, claim, damage, liability, expense or action.

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 Securities Act and the 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 Securities purchased by such Underwriter hereunder.

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 Securities Act and the 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 Securities purchased by such Underwriter hereunder.

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 Securities Act and the rules and regulations thereunderShares, 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 and in conformity with written information furnished to the 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 and their respective allocations; the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting”, the information relating to the Underwriters’ Information; providedstabilization activities contained in the fifteenth, however, that sixteenth and seventeenth paragraphs under the caption “Underwriting” and the information relating to any relationships between the Underwriters and the Company contained in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount nineteenth and commissions applicable to twentieth paragraph under the Securities purchased by such Underwriter hereundercaption “Underwriting”.

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 Securities Act and the rules and regulations thereunderFinal 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 Securities purchased by such Underwriter hereunderCompany to meet its obligations under Section 4(f).

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 Securities 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 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 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 Securities Act and the 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 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 Securities purchased Company by such Underwriter hereunderthrough 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 the following information in the Final Prospectus furnished on behalf of each Underwriter: the information contained in the third, eleventh and fourteenth paragraphs under the caption “Underwriting.”

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 (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, Relevant Officer or controlling person may become subject subject, under the Securities Act, the Exchange Act 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 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 Securities Act and the rules and regulations thereunderIssuer 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 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 Company hereby acknowledges that the only information that the Underwriters 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 sixth paragraph and the third sentence of the ninth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each UnderwriterSubject to the provisions of this Section 4.8, each Purchaser, severally and not jointly, agrees to will indemnify and hold harmless the Company, Company and its affiliates, the directors, officers, employees and agents (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 Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), against and the successors and assigns of all of the foregoing person, harmless from any and all losses, liabilities, claimsdamages, damages expenses or claims that the Company or any such Person may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by such Purchaser in this Agreement or in the other Transaction Documents or any violations by such Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance, up to an amount not to exceed such Purchaser’s Subscription Amount. If any action shall be brought against the Company in respect of which indemnity may be sought pursuant to this Agreement, the Company shall promptly notify such Purchaser in writing, and such Purchaser shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses whatsoeverof such counsel shall be at the expense of the Company except to the extent that (i) the employment thereof has been specifically authorized by such Purchaser in writing, as incurred (including but not limited ii) such Purchaser has failed after thirty (30) Business Days to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable attorneys’ opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser, in which case such Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Such Purchaser will not be liable to the Company under this Agreement (y) for any and all reasonable expenses whatsoever, incurred in investigating, preparing settlement by the Company effected without such Purchaser’s prior written consent; 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 thereofz) 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 Securities Act and the 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, extent that any such a loss, liability, claim, damage or expense liability is attributable to: (or action in respect thereof1) arises out the Company’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 representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, or (2) any violations by the Company of state or federal securities laws or any conduct by the Company which constitutes fraud, gross negligence, willful misconduct or malfeasance. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and commissions applicable when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Securities purchased by such Underwriter hereunderCompany against any Purchaser or others and any liabilities any Purchaser may be subject to pursuant to law.

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 Securities Act and the rules and regulations thereunder, 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’ InformationPlacement Agents furnished in writing by or on behalf of the Placement Agents to the 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agents consists solely of the Placement Agents Information. Notwithstanding the provisions of this Section 6(b), that 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 Securities purchased total compensation received by such Underwriter hereunderPlacement Agent in accordance with Section 1(b).

Indemnification of the Company. Each UnderwriterPlacement Agent, 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 the Rules 430A and 430B of the Securities Act and the rules and regulations thereunderRegulations, any Preliminary Prospectuspreliminary 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 information furnished in writing by 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 Placement Agents to the Securities purchased by such Underwriter hereunderCompany expressly for use therein.

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 Securities Act and the rules and regulations thereunderamendment 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 and in strict conformity with written information furnished to the Underwriters’ Information; providedCompany by or on behalf of such Underwriter through the Representative expressly for use therein, however, 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 consists of the underwriting discount following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the sections entitled “Passive Market-Making” and commissions applicable to “Short Sales, Stabilizing Transactions and Penalty Bids”, and the Securities purchased by such Underwriter hereunderfirst paragraph under the section entitled “Commissions and Discounts” under the caption “Underwriting.”

Indemnification of the Company. Each UnderwriterAgent agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliatesofficers and employees, the directors, officers, 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, 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 officer, employee or controlling person may become subject subject, under the Securities Act, the Exchange Act Act, other federal or otherwisestate 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 in settlement of any litigation, if such settlement is effected with the written consent of the 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 (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 Securities Act and the rules and regulations thereunder, 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, 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, or any amendment thereto, any such Free Writing Prospectus or the Prospectus (or any such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by the Agents expressly for use in the Registration Statement, or any amendment thereto, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); providedand to reimburse the Company and each such officer, however, that in no case shall any Underwriter be liable or responsible employee and controlling person for any amount and all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and disbursements of one counsel chosen by the Company) as such expenses are incurred by the Company or such officer, employee or controlling person in excess connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. It being understood and agreed that the only such information furnished by the Agents to the Company consists of the underwriting discount and commissions applicable Agent Information. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that the Securities purchased by such Underwriter hereunderAgents may otherwise have.

Indemnification of the Company. Each UnderwriterIn the case of each offering or sale of Securities covered by this Agreement, severally and not jointly, agrees each holder of Registrable Securities that sells such Registrable Securities pursuant to a Registration Statement ("Selling Party") shall indemnify and hold harmless the Company, its affiliates, the directors, officers, 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 Act, each person affiliated with or Section 20 retained by the Company and who may be subject to liability under any applicable securities laws, and each of the Exchange ActCompany's directors and those officers of the Company who shall have signed any Registration Statement, offering memorandum or other offering document, against any and all 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 may become subject under the Securities ActAct or any other statute or common law of the United States of America or political subdivision thereof, the Exchange Act or any other country or political subdivision thereof or otherwise, including, subject to Section 8(c) hereof, any amount paid in settlement of any litigation commenced or threatened (including any amounts paid pursuant to or in settlement of claims made under customary indemnification or contribution provisions of any underwriting or similar agreement entered into by the respective holders of Registrable Securities in connection with any offering or sale of Registrable Securities), and shall, subject to Section 8(c) hereof, promptly reimburse them, as and when incurred, for any legal fees or disbursements or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as any such losses, liabilities, claims, damages or expenses (damages, liabilities or actions in respect thereof) shall arise out of or are shall be based upon an any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement at (or in any preliminary or final Prospectus included therein) or other offering document relating to the time offering and sale of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, any Preliminary Prospectus, the Prospectussuch Registrable Securities, 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; provided, however, that such holders of Registrable Securities shall be liable in each any case to the extent, but only to the extent, extent that any such loss, liability, claim, damage or expense (damage, liability or action in respect thereof) arises out of or is based upon written information solely relating to such holders of Registrable Securities and their affiliates furnished to the Company by or on behalf of such holders of Registrable Securities specifically for inclusion in any Registration Statement, any preliminary Prospectus or Prospectus contained in such Registration Statement, any offering memorandum or other offering document, or any amendment thereof or supplement thereto, including 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 information furnished pursuant to the Securities purchased by such Underwriter hereunderSection 5(l) 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 Securities Act and the rules and regulations thereunder, 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 such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Underwriters’ InformationCompany 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the Placement Agent Information as defined in Section 7. Notwithstanding the provisions of this Section 6(b), that in no case event shall any Underwriter be liable or responsible for indemnity by any amount in excess Placement Agent under this Section 6(b) exceed its pro rata share of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunderPlacement Fee.

Indemnification of the Company. Each UnderwriterThe Seller and FCI shall jointly ------------------------------ and severally indemnify, severally and not jointly, 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 directors--------- ------- Contracts 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 Credit Agreement or Liquidity Agreement. Without in any way limiting the foregoing, except as otherwise provided in this Section 7(e), or Section 12(j) hereof, the Seller ----------- ------------- shall pay to the Company, on demand, any and each other person or entity, if any, who controls all amounts necessary to indemnify the Company within the meaning of Section 15 of the Securities 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 Securities 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 and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act this Agreement and the rules payment of all amounts payable hereunder and regulations thereunderunder the Contracts. For purposes of this 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 Securities purchased by such Underwriter hereunder.

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 or is otherwise permitted by Section 6(c) hereof), 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; 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 Securities Act and the rules and regulations thereunder, 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 and in conformity with information concerning the Underwriters’ InformationPlacement Agent furnished in writing by or on behalf of the Placement Agent to the 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the Placement Agent Information (as defined in Section 7 hereof). Notwithstanding the provisions of this Section 6(b), that 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 Securities purchased by such Underwriter hereunderPlacement Fee.

Indemnification of the Company. Each UnderwriterPlacement Agent, 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 Offering Statement at the time of effectiveness qualification and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act and the rules and regulations thereunderRegulations, any Preliminary Prospectuspreliminary offering circular, the ProspectusOffering Circular, 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 information furnished in writing by 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 Placement Agents to the Securities purchased by such Underwriter hereunderCompany expressly for use therein.

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 Securities Act and the 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 Securities purchased by such Underwriter hereunder.

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 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 Securities Act and the 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 Securities purchased by such Underwriter hereunder.

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 a material fact contained in the Securities Act and the rules and regulations thereunder, any Preliminary ProspectusDisclosure 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’ InformationPlacement Agent furnished in writing by or on behalf of the Placement Agent to the 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), that 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 Securities purchased total compensation received by such Underwriter hereunderPlacement Agent in accordance with Section 1(b).

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 Securities Act and the rules and regulations thereunderAct, 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 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(g) hereof.

Indemnification of the Company. Each Underwriter, severally and not jointly, Underwriter 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 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 Securities Act and the rules and regulations thereunder, 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’ InformationUnderwriters furnished in writing by or on behalf of the Underwriters to the 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, however, that in no case shall any Underwriter be liable or responsible for any amount in excess the parties hereto hereby agree that such written information provided by the Underwriters consists solely of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunderInformation.

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 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, Act against any lossesand all loss, liabilitiesliability, claimsclaim, damages damage and expenses whatsoeverexpense described in the foregoing indemnity from the Company to the several Underwriters, as incurred (including but not limited to 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, as originally filed or any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunderamendment thereof, or any related Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, or in any amendment thereof 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 made therein in reliance upon and in conformity with the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the aggregate underwriting discount and commissions applicable to the Public Securities to be purchased by such Underwriter hereunder.

Indemnification of the Company. Each UnderwriterIn the event that the Company registers any of the Registrable Shares under the Act, severally and not jointly, agrees to the Holder thereof 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 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 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 become or any of them may become subject under the Securities ActAct and, except as hereinafter provided, will reimburse the Exchange Act Company, and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, 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 the registration statement or in any preliminary prospectus or prospectus (as from time of effectiveness and at any subsequent to time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, 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, but only insofar as any such statement or omission was made in each case reliance upon and in conformity with information furnished in writing to the extent, but only to Company in connection therewith by the extent, that Holder expressly for use therein. Promptly after receipt of notice of the commencement of any such loss, liability, claim, damage or expense (or action in respect of which indemnity may be sought against the Holder, the Company will notify the Holder in writing of the commencement thereof, and the Holder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel selected by the Holder, who shall be counsel reasonably satisfactory to the Company) arises out and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against the Holder. The Company and each such director, officer, underwriter or is based upon controlling person shall have the right to employ separate counsel in any such untrue statement or alleged untrue statement or omission or alleged omission made therein action and to participate in reliance upon the Underwriters’ Information; provideddefense thereof, however, that in no case but the fees and expenses of such counsel shall not be at the expense of the Holder. The Holder shall not be required to indemnify any Underwriter be liable or responsible person for any amount in excess settlement of any such action effected without the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunderHolder's consent.

Indemnification of the Company. the Operating Partnership, and its General Partner. Each UnderwriterUnderwriter and each Forward Seller, 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 Securities 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 Securities Act and the rules and regulations thereunderStatement, 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 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 Securities purchased Company and the Operating Partnership by such Underwriter hereunderor such Forward Seller (or such Forward Seller’s affiliated Forward Purchaser) through the Representatives expressly for use therein; and to reimburse the Company, the Operating Partnership, the General Partner, any such director or officer or any such controlling person for any 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 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 Underwriters, Forward Sellers and 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 (a) in the first full paragraph under the subcaption “Underwriting (Conflicts of Interest)—Commissions and Discounts” in the Pre-Pricing Prospectus and the Prospectus concerning the public offering price and concession, (b) under the subcaption “Underwriting (Conflicts of Interest)—Price Stabilization and Short Positions” in the Pre-Pricing Prospectus and the Prospectus, but only insofar as concerns the Representatives and the Underwriters, regarding stabilization, overallotments and short positions, and (c) under the subcaption “Underwriting (Conflicts of Interest)—Electronic Distribution” in the Pre-Pricing Prospectus and the Prospectus, but only insofar as concerns the Representatives and the Underwriters. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Underwriter 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 Securities Act and the 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.

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 Securities 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 Securities Act and the rules and regulations thereunderStatement, 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 ninth full paragraph under caption “Plan of Distribution (Conflicts of Interest)” in the Prospectus concerning the exemption of the Common Stock from the requirements of Regulation M under the Exchange Act. The indemnity agreement set forth in this Section 6(b) shall be in addition to the Securities purchased by such Underwriter hereunderany liabilities that any Agent or any Forward Purchaser may otherwise have.

Indemnification of the Company. Each UnderwriterIn the event that the Company registers any of the Option Shares under the Securities Act, severally and not jointlyGoldwyn, agrees to or the Goldwyn Trust, as the case may be, 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 Option Shares so registered (including any broker or dealer through whom any 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 expenses whatsoeverdamages, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoeverexpenses, incurred in investigating, preparing liabilities 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)actions, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or under any other statute or at common law or otherwise, including any amount paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the consent of Goldwyn, or the Goldwyn Trust, as the case may be, which consent shall not be unreasonably withheld, and, except as hereinafter provided, will reimburse them for any legal or other expenses reasonably incurred by 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 or in the Prospectus (or the Registration Statement at the or Prospectus as from time of effectiveness and at any subsequent to time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, 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, but only upon and in each case conformity with information furnished in writing to the extentCompany in connection therewith by Goldwyn, but only to or the extentGoldwyn Trust, that as the case may be, expressly for use therein. Promptly after receipt of notice of the commencement of any such loss, liability, claim, damage or expense (or action in respect of which indemnity may be sought against Goldwyn, or the Goldwyn Trust, as the case may be, the Company will notify Goldwyn, or the Goldwyn Trust, as the case may be, in writing of the commencement thereof, and Goldwyn, or the Goldwyn Trust, as the case may be, shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) arises out and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against Goldwyn, or is based upon the Goldwyn Trust, as the case may be. The omission of any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party demonstrates that the defense of such untrue statement action include both the indemnified party and the indemnifying party and the indemnified party shall have concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or alleged untrue statement or omission or alleged omission made therein additional to those available to the indemnifying party, as a result of which the indemnified party reasonably believes a conflict of interest may exist, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in reliance upon the Underwriters’ Information; provided, however, that in no case defense of such action on behalf of such indemnified party and the indemnifying party shall any Underwriter be liable or responsible for the legal fees and disbursements of such separate counsel. The indemnity agreements in this Section shall be in addition to any amount in excess of liabilities which the underwriting discount and commissions applicable indemnifying party may have pursuant to the Securities purchased by such Underwriter hereunderlaw.

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 Securities Act and the 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 Securities purchased by such Underwriter hereunder; 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 another Underwriter.

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 Securities Act and the 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 Securities purchased by such Underwriter hereunder.

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 Securities Act and the rules and regulations thereunderStatement, 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 Securities purchased by such Underwriter hereunder.

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 Securities Act and the 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 be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Securities Shares purchased by such Underwriter hereunder.

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 Securities Act and the rules and regulations thereunder, 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, howeverthat the parties hereto hereby agree that such written information provided by you consists solely of the Underwriter Information (as defined in Section 7). Notwithstanding the provisions of this Section 6(b), that in no case event shall any Underwriter be liable or responsible for any amount in excess of indemnity by you under this Section 6(b) exceed the underwriting discount total fees and commissions applicable received by you pursuant to the Securities purchased by such Underwriter hereunderthis Agreement.

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 each other person or entityof its directors and officers who signed the Registration Statement and each person, 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 expenses whatsoeverliabilities (including, as incurred (including but not limited to without limitation, reasonable attorneys’ legal fees and any and all other reasonable expenses whatsoever, incurred in investigatingconnection with any suit, preparing action or defending against any litigation, commenced or threatened, proceeding or any claim whatsoeverasserted, as such fees and any and all amounts paid in settlement of any claim or litigationexpenses are incurred), 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) that arise out of 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 or caused by any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the 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 in order to make the statements therein therein, not misleading, in each case to the extent, but only to the extent, that or (ii) 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 of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case, only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with any information relating to such Underwriter furnished to the Underwriters’ Information; providedCompany in writing by or on behalf of such Underwriter expressly for use therein, however, 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 consists of the underwriting discount following paragraphs in the Preliminary Prospectus and commissions applicable to the Securities purchased by such Underwriter hereunderProspectus: the third and fourth sentences of the first paragraph and the second paragraph under the caption “Underwriting (conflicts of interest)—Price Stabilization and Short Positions.”

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 Securities Act and the rules and regulations thereunderamendment 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 and in strict conformity with written information furnished to the Underwriters’ Information; providedCompany by or on behalf of such Underwriter through the Representative expressly for use therein, however, 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 consists of the underwriting discount following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the section entitled “Price Stabilization, Short Positions”, and commissions applicable to the Securities purchased by such Underwriter hereunderfirst paragraph under the section entitled “Commissions and Discounts” under the caption “Underwriting (Conflicts of Interest).”

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 Securities Act and the rules and regulations thereunderamendment 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 and in strict conformity with written information furnished to the Underwriters’ Information; providedCompany by or on behalf of such Underwriter through the Representative expressly for use therein, however, 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 consists of the underwriting discount following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the section entitled “Price Stabilization, Short Positions”, and commissions applicable to the Securities purchased by such Underwriter hereunderfirst paragraph under the section entitled “Commissions and Discounts” under the caption “Underwriting.”

Indemnification of the Company. Each UnderwriterThe Seller and FCI shall jointly and ------------------------------- severally indemnify, severally and not jointly, 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 directors--------- ------- Contracts 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 Credit Agreement or Liquidity Agreement. Without in any way limiting the foregoing, except as otherwise provided in this Section 7(e), or Section 12(j) hereof, the Seller ------------ -------------- shall pay to the Company, on demand, any and each other person or entity, if any, who controls all amounts necessary to indemnify the Company within the meaning of Section 15 of the Securities 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 Securities 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 and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act this Agreement and the rules payment of all amounts payable hereunder and regulations thereunderunder the Contracts. For purposes of this 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 Securities purchased by such Underwriter hereunder.

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 Securities Act and the rules and regulations thereunderRegulations, 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 Securities 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 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 Securities 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 Securities 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 Securities Act and the rules and regulations thereunderStatement, 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 Securities purchased representations, warranties, covenants or agreements made by such Underwriter hereunderCompany Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Company Party against the Purchaser or others and any liabilities the Purchaser may be subject to pursuant to law.

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 Securities Act and the rules and regulations thereunder, 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’ InformationPlacement Agent furnished in writing by or on behalf of the Placement Agent to the 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), that 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 Securities purchased by such Underwriter hereunderPlacement Fee.

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 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 or the ADS Registration Statement, at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Rules and the rules and regulations thereunderRegulations, 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 athe Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Securities purchased by such the Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriter through the Underwriter 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 Securities Act and the rules and regulations thereunder, 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 such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Underwriters’ InformationCompany 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, however, that in no case shall any Underwriter be liable or responsible for any amount in excess the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunderPlacement 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 Securities Act, the Exchange 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 Securities Act and the rules and regulations thereunder, 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 Investor’s obligations hereunder shall be limited to an amount equal to the proceeds to Investor of the Registrable Shares 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 Investor, the Company will notify Investor in writing of the commencement thereof, and Investor shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against Investor. The Company and each such director, officer, underwriter or 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 any Underwriter pay, as incurred, the fees and expenses of such separate counsel. Notwithstanding the 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 or responsible to indemnify any person for any amount in excess 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 underwriting discount and commissions applicable 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 Securities purchased by party being so indemnified of a release from all liability in respect to such Underwriter hereunderclaim or litigation.

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 Securities Act and the rules and regulations thereunder, 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’ InformationPlacement Agent furnished in writing by or on behalf of the Placement Agent to the 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), that 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 Securities purchased total compensation received by such Underwriter hereunderPlacement Agent in accordance with Section 1(b).

Indemnification of the Company. Each Underwriter14.1 Subject to the conditions set forth below, severally and not jointly, the Managing Broker-Dealer agrees to indemnify and hold harmless harmless: (i) the Company, (ii) its affiliates, the directors, officers, employees and agents of the Company agents, and (iii) each other person or entityperson, if any, who controls the Company within and its own directors, officers, owners, employees, agents, and each of their respective attorneys and accountants (all of the meaning foregoing persons described in clauses (i) through (iii) being collectively referred to as the “Company Parties”), against any and all loss, liability, claim, damage and expense whatsoever arising out of Section 15 or based upon: (a) Any unauthorized verbal or written representations in connection with the Offering made by the Managing Broker-Dealer (other than by the Company or its employees or agents), or its employees or agents (including any Soliciting Dealers) in violation of the Securities Act or Section 20 any other applicable federal or state securities laws and regulations; (b) The material breach by the Managing Broker-Dealer of the Exchange Actany term, against any lossescondition, liabilitiesrepresentation, 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 threatenedwarranty, or covenant of this Agreement, other than those breaches committed in reliance on 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 violation by the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses Company hereof; or (or actions in respect thereofc) 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 Securities Act and the rules and regulations thereunder, any Preliminary Prospectus, the Prospectuscomprising a Managing Broker-Dealer Disclosure Statement, 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 from the Registration Statement 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 which omission or alleged omission made related to a Managing Broker-Dealer Disclosure Statement. 14.2 If any action (including any third-party action) is brought against a Company Party in respect of which indemnity may be sought hereunder, the Company shall promptly notify the Managing Broker-Dealer in writing of the institution of such action. 14.3 Upon proper notice from an indemnified Company Party, the Managing Broker-Dealer will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel who shall be reasonably satisfactory to the indemnified party. After notice from the Managing Broker-Dealer of its election to assume the defense thereof, the Managing Broker-Dealer will not be liable to the Company Party under Section 14.1 for any legal or other expenses subsequently incurred by such Company Party in reliance upon connection with the Underwriters’ Informationdefense thereof; provided, however, that if the defendants in any such action include both a Company Party and the Managing Broker-Dealer, and the Company Party shall have reasonably concluded that there may be legal defenses available to it or other indemnified parties which are different from or additional to those available to the Managing Broker-Dealer, then the Company Party or Parties shalt have the right to select one separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on their behalf, in which event the fees and expenses of such separate counsel shall be borne by the Managing Broker-Dealer, in no case event shall any Underwriter the Managing Broker-Dealer be liable for fees and expenses of more than one counsel for each Company Party separate from the Managing Broker-Dealer’s own legal counsel. The Managing Broker-Dealer shall not be liable to any Company Party on account of any settlement of any claim or responsible for any amount in excess action effected without the consent of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunderCompany Party.

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 (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, Relevant Officer or controlling person may become subject subject, under the Securities Act, the Exchange Act 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 Securities Act and the rules and regulations thereunderIssuer 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 misleadingmis- leading (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 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 Company hereby acknowledges that the only information that the Underwriters through the 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 sixth paragraph and the third sentence of the eighth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter 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 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 Securities Act Rules and the rules and regulations thereunderRegulations, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any Marketing Materials 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 therein, in 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 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 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 Securities 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 Securities 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 and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act this Agreement and the rules payment of all amounts payable hereunder and regulations thereunderunder the Contracts. For purposes of this 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 Securities purchased by such Underwriter hereunder.

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 Securities Act and the rules and regulations thereunder, 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’ InformationPlacement Agent furnished in writing by or on behalf of the Placement Agent to the 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, howeverthat the parties hereto hereby agree that such written information provided by the Placement Agent consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), that 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 Securities purchased by such Underwriter hereunderPlacement Fee.

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 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 or the ADS Registration Statement, at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Rules and the rules and regulations thereunderRegulations, 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 Securities purchased by such the Underwriter hereunder. The parties agree that such information provided by or on behalf of the Underwriter through the Underwriter consists solely of the material referred to in the last sentence of Section 3(c) hereof.

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 Securities Act and the rules and regulations thereunder, 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 meaning of Section 11(f) of the Securities purchased by Act) will be entitled to contribution from any person or entity who was not guilty of such Underwriter hereunderfraudulent misrepresentation.

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 Securities Act and the rules and regulations thereunderIssuer 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 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 Company hereby acknowledges that the only information that the Underwriters through the 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 tenth and eleventh paragraphs under the caption “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus Supplement and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter 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 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 Securities Act and the 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 Securities purchased by such Underwriter hereunder.

Indemnification of the Company. Each Underwriter, severally and not jointly, The Underwriter 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 lossesand all loss, liabilitiesliability, claimsclaim, damages damage and expenses whatsoever, as incurred expense whatsoever (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, or any claims whatsoever, commenced or threatened, whether arising out of any action between the Underwriter and the Company or any claim whatsoever, between the Company and any and all amounts paid in settlement of any claim third party or litigation), joint or several, otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwiseany other statute or at common law or otherwise or under the laws of foreign countries (including in settlement of any litigation, insofar as if such lossessettlement is effected with the written consent of the Underwriter), liabilities, claims, damages or expenses (or actions in respect thereof) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained directly relating to the transactions effected by the Underwriter in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, connection with this offering made in any Preliminary Prospectus, the Prospectus, Registration Statement or Prospectus or any amendment or supplement to thereto or in any of themapplication, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact directly relating to the transactions effected by the Underwriter in connection with this offering 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 either case in reliance upon, and in strict conformity with, written information furnished to the extent, but only Company with respect to the extentUnderwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, that the Registration Statement or Prospectus or any amendment or supplement thereto or in any such lossapplication. In case any action shall be brought against the Company based on any Preliminary Prospectus, liabilitythe Registration Statement or Prospectus or any amendment or supplement thereto or any application, claim, damage or expense (or action and 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 which indemnity may be sought against the Underwriters’ Information; providedUnderwriter, however, that in no case the Underwriter shall any Underwriter be liable or responsible for any amount in excess of have the underwriting discount rights and commissions applicable duties given to the Securities purchased Company, and the Company shall have the rights and duties given to the Underwriter, by such Underwriter hereunderthe provisions of Section 5.1.2.

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 (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, Relevant Officer or controlling person may become subject subject, under the Securities Act, the Exchange Act 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 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 Securities Act and the rules and regulations thereunderIssuer 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 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 Company hereby acknowledges that the only information that the Underwriters 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 seventh paragraph and the third sentence of the ninth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to Placement Agent will indemnify and hold harmless the Company, Company its affiliates, the directors, officers, employees and employees, 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, Act from and 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 Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses liabilities (or actions in respect thereof) arise primarily and principally from the gross negligence or intentional misconduct of such Placement Agent or 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 Securities Act and the rules and regulations thereunder, any Preliminary Prospectus, or 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 or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by such Placement Agent or their agents, including legal counsel, expressly for use therein, it being understood and agreed upon that the only such information furnished by the Placement Agents consists of the following: the statements set forth (i) under the heading “Plan of Distribution” and (ii) on the cover page; provided, 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 connection with investigating or defending any such action or claim as such expenses are incurred within 45 days of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunderreceipt of reasonably detailed invoices therefore.

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 reasonably incurred (including but not limited to reasonable without limitation, attorneys’ fees and any and all reasonable expenses whatsoever, whatsoever reasonably 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 Securities Act and the rules and regulations thereunderamendment 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 and in strict conformity with written information furnished to the Underwriters’ Information; providedCompany by or on behalf of such Underwriter through the Representatives expressly for use therein, however, 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 consists of the underwriting discount following information in the Prospectus furnished on behalf of each Underwriter: the third paragraph under the the caption “Underwriting” and commissions applicable to the Securities purchased by such Underwriter hereundersecond, third, fourth, seventh, eighth, tenth and fifteenth sentences of the section entitled “Price Stabilization, Short Positions” under the caption “Underwriting.”

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 Securities Act and the rules and regulations thereunderIssuer 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 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 Company hereby acknowledges that the only information that the Underwriters through the 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 eleventh and twelfth paragraphs under the caption “Underwriting” in the Preliminary Prospectus Supplement and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

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 (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, Relevant Officer or controlling person may become subject subject, under the Securities Act, the Exchange Act 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 Securities Act and the rules and regulations thereunderIssuer 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 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 Company hereby acknowledges that the only information that the Underwriters through the 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 [ ] paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter 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 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 Securities Act and the rules and regulations thereunderStatement, any Preliminary Prospectus, Prospectus Supplement or the ProspectusProspectus Supplement, 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 Securities purchased by such Underwriter hereunder.

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 Securities Act and the rules and regulations thereunderIssuer 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 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 Company hereby acknowledges that the only information that the Underwriters through the 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 thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Preliminary Prospectus Supplement and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter 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 reasonably incurred (including but not limited to reasonable without limitation, attorneys’ fees and any and all reasonable expenses whatsoever, whatsoever reasonably 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 Securities Act and the rules and regulations thereunderamendment 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 and in strict conformity with written information furnished to the Underwriters’ Information; providedCompany by or on behalf of such Underwriter through the Representative expressly for use therein, however, 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 consists of the underwriting discount following information in the Prospectus furnished on behalf of each Underwriter: the third paragraph under the caption “Underwriting” and commissions applicable to the Securities purchased by such Underwriter hereundersecond, third, fourth, seventh, eighth, tenth and fifteenth sentences of the section entitled “Price Stabilization, Short Positions” under the caption “Underwriting.”