Common use of By the Corporation Clause in Contracts

By the Corporation. In the event of the Registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation will indemnify and hold harmless each Selling Holder thereunder and each Person who participates as an underwriter in the offering or sale of Registrable Securities (if customarily required), and their respective directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses, or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Registration Statement, any preliminary prospectus, prospectus supplement, or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading or (iii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action or inaction by the Corporation in connection with any such Registration of Registrable Securities, and in each case will reimburse each such Selling Holder Indemnified Person for any reasonable, documented legal or other expenses incurred by such Selling Holder Indemnified Person in connection with investigating, defending, or resolving any such Loss or actions or proceedings; provided, however, that the Corporation will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished to it by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Corporation. In the event of the Registration a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation will shall indemnify and hold harmless each Selling Holder thereunder and each Person who participates as an underwriter in the offering or sale of Registrable Securities (if customarily required)thereunder, and their respective its directors, officers, managers, partnersemployees, employees agents and agents Affiliates and each Person, if any, who controls such Selling Holder or underwriter its Affiliates within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act, Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Registration Statementany registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, (ii) thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading or (iii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action or inaction by the Corporation in connection with any such Registration of Registrable Securitiesmisleading, and in each case will shall reimburse each such Selling Holder Indemnified Person for any reasonable, documented legal or other expenses reasonably incurred by such Selling Holder Indemnified Person them in connection with investigating, defending, defending or resolving any such Loss or actions or proceedings; provided, however, that the Corporation will shall not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished to it by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement such registration statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Corporation. In the event of the Registration any registration of any Registrable of its Securities under the Securities Act as effected pursuant to this AgreementWarrant, the Corporation will Corporation, to the extent permitted by law, shall indemnify and hold harmless the Holders of all Warrant Stock included in such Registration Statement, each Selling Holder thereunder and underwriter (as defined in the Securities Act), each other Person who participates as an underwriter in the offering or sale of Registrable Securities (if customarily required)such Securities, and their respective directors, officers, managers, partners, employees and agents and each other Person, if any, who controls such Selling Holder or underwriter (within the meaning of the Securities Act and the Exchange Act) such Holder of Warrant Stock, and its directors, officers, managers, partners, employees underwriter or agents (collectively, the “Selling Holder Indemnified Persons”)participating Person, against any losses, claims, damages, expenses, damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which such Selling Holder Indemnified Holder, underwriter, participating Person, or controlling Person may become subject under the Securities ActAct or any other statute or at common law, the Exchange Act, or otherwise, insofar in so far as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i1) any untrue statement or alleged untrue statement of any material fact (in contained, on the case of any prospectuseffective date thereof, in light of the circumstances any Registration Statement under which such statement is made) contained in (which, for Securities were registered under the avoidance of doubt, includes documents incorporated by reference in) the Registration StatementSecurities Act, any preliminary prospectus, prospectus supplementProspectus or final Prospectus contained therein, or final prospectus contained thereinany summary Prospectus issued in connection with any Securities being registered, or any amendment or supplement thereofthereto, or (2) any free writing prospectus relating thereto, (ii) the omission or alleged omission to state therein in any such document a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading or (iii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action or inaction by the Corporation in connection with any such Registration of Registrable Securitiesmisleading, and in each case will shall reimburse each such Selling Holder Indemnified Seller, or any such underwriter, participating Person or controlling Person for any reasonable, documented legal or other expenses reasonably incurred by such Selling Holder Indemnified Holder, underwriter, participating Person or controlling Person in connection with investigating, defending, investigating or resolving defending any such Loss loss, damage, liability or actions or proceedings; action, provided, however, that the Corporation will shall not be liable to any Holder, or any such underwriter, participating Person, or controlling Person in any such case if and to the extent that any such Loss loss, claim, damage or liability arises out of or is based upon an any alleged untrue statement or alleged omission made in such Registration Statement, preliminary Prospectus, summary Prospectus, Prospectus, or amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Corporation by such Holder, specifically for use therein; and, provided, further that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary Prospectus, final Prospectus, supplement or amendment, but eliminated or remedied in the final Prospectus or subsequent supplements and amendments, as the case may be, such indemnity agreement shall not inure to the benefit of the indemnified Person if the Person asserting any loss, claim, damage or liability if such Person had an obligation to deliver a copy of the materials eliminating or remedying the untrue statement or omission or alleged omission so made in conformity with information furnished to it by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or prospectus supplement, as applicable. Such indemnity shall remain in full force persons who purchased the securities and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderfailed to do so.

By the Corporation. In the event of the Registration a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation will indemnify and hold harmless each Selling Holder thereunder thereunder, its Affiliates and their respective directors and officers, and each Person who participates as an underwriter in underwriter, pursuant to the offering or sale applicable underwriting agreement with such underwriter, of Registrable Securities (if customarily required), and their respective directors, officers, managers, partners, employees and agents thereunder and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents Act (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act, Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact (in the case of any a prospectus, in the light of the circumstances under which such statement is they were made) contained in (which, for the avoidance of doubt, includes documents incorporated Shelf Registration Statement or any other registration statement contemplated by reference in) the Registration Statementthis Agreement, any preliminary prospectus, prospectus supplement, or final prospectus contained therein, or any amendment or supplement thereof, or any “free writing prospectus relating theretoprospectus” (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Corporation or used or referred to by the Corporation, (ii) in each case in connection therewith, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading or (iii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action or inaction by the Corporation in connection with any such Registration of Registrable Securitiesmisleading, and in each case will reimburse each such Selling Holder Indemnified Person for any reasonable, documented legal or other expenses reasonably incurred by such Selling Holder Indemnified Person them in connection with investigating, defending, investigating or resolving defending any such Loss or actions or proceedingsproceedings as such expenses are incurred and the Selling Holder Indemnified Person notifies the Corporation of such expenses; provided, however, that the Corporation will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished to it by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement such registration statement, or prospectus supplementor any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Corporation. In the event of the Registration of any Registrable Securities under the Securities Act pursuant The Corporation agrees to this Agreementindemnify, the Corporation will indemnify defend and hold harmless harmless, to the fullest extent permitted by law, each Selling Holder thereunder holder of Registrable Shares, its officers, directors, partners and members, and each Person who participates as an underwriter in the offering or sale of Registrable Securities (if customarily required), and their respective directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder or underwriter holder (within the meaning of the Securities Act and the or Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), ) against any all losses, claims, damages, expensesliabilities, or liabilities amounts paid in settlement and expenses (including reasonable attorneys’ including, but not limited to, attorney’s fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such Losses ) caused by (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (ia) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents or incorporated by reference in) the Registration Statementin any registration statement, any prospectus or preliminary prospectus, prospectus supplement, or final prospectus contained therein, or any amendment thereof or supplement thereof, or any free writing prospectus relating thereto, (iib) the any omission or alleged omission to state therein in any registration statement or any amendment thereto (including, without limitation, through incorporation by reference) a material fact required to be stated therein or necessary to make the statements therein not misleading, or by any omission or alleged omission to state in any prospectus, preliminary prospectus or amendment or supplement thereto (in including, without limitation, through incorporation by reference) a material fact required to be stated therein or necessary to make the case of a prospectusstatements therein, in light of the circumstances under which they were made) , not misleading misleading, or (iiic) any violation or alleged violation by the Corporation of the Securities Act, the Exchange Act, any federal, state securities law or common any other law relating to the offering covered by such registration statement or any rule or regulation applicable to the Corporation and promulgated thereunder, except insofar as any losses, claims, damages, liabilities, amounts paid in settlement or expenses relating to action (x) clauses (a) or inaction (b) above are caused by the Corporation in connection with any such Registration of Registrable Securities, and in each case will reimburse each such Selling Holder Indemnified Person for any reasonable, documented legal or other expenses incurred by such Selling Holder Indemnified Person in connection with investigating, defending, or resolving any such Loss or actions or proceedings; provided, however, that the Corporation will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission so made in conformity with based upon written information related to such holder furnished to it by the Corporation by, or on behalf of, such Selling Holder Indemnified Person in writing holder specifically for use therein, or (y) any defect in a prospectus if (i) the Registration Statement final prospectus was amended or supplemented by the Corporation, (ii) the Corporation furnished such amendment or supplement to the holder (or any Person controlling such holder) from which the Person asserting such loss, claim, damage or liability acquired Registrable Shares, (iii) the final prospectus supplement(as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability, and (iv) the final prospectus was not sent by, or delivered on behalf of, such holder to such Person at or prior to the written confirmation of the sale of the Registrable Shares to such Person; and the Corporation will promptly reimburse each such indemnified person for any legal or other expenses reasonably incurred by them, as applicableincurred, in connection with investigating or defending any such loss, claim, damage, liability, settlement or expenses, provided such indemnified person shall agree to remit such payments to the Corporation if it is finally determined by a court of competent jurisdiction that such person was not entitled to indemnification hereunder. Such indemnity shall remain in full force The payments required by this Section 7.1 will be made periodically during the course of the investigation or defense, as and effect regardless of any investigation made by when bills are received or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderexpenses incurred.

By the Corporation. In the event of the Registration a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation will shall indemnify and hold harmless each Selling Holder thereunder and each Person who participates as an underwriter in the offering or sale of Registrable Securities (if customarily required)thereunder, and their respective its directors, officers, managers, partnersemployees, employees agents and agents Affiliates and each Person, if any, who controls such Selling Holder or underwriter its Affiliates within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act, Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the such Registration StatementStatement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, (ii) thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading or (iii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action or inaction by the Corporation in connection with any such Registration of Registrable Securitiesmisleading, and in each case will shall reimburse each such Selling Holder Indemnified Person for any reasonable, documented legal or other expenses reasonably incurred by such Selling Holder Indemnified Person them in connection with investigating, defending, defending or resolving any such Loss or actions or proceedings; provided, however, that the Corporation will shall not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished to it by such Selling Holder Indemnified Person in writing specifically for use in the such Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Corporation. In the event of the Registration of any Registrable Securities under the Securities Act pursuant The Corporation agrees to this Agreementindemnify, the Corporation will indemnify defend and hold harmless harmless, to the fullest extent permitted by law, each Selling Holder thereunder Stockholder and each Person who participates as an underwriter in the offering or sale of Registrable Securities (if customarily required), their respective Affiliates and their respective officers, directors, officersemployees, managers, partners, employees and advisors, agents and representatives and each Person, if any, Person who controls such Selling Holder or underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, ) such Stockholder or such other Person indemnified under this Section 5.1 from and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any all losses, claims, damages, liabilities and expenses, whether joint or liabilities several (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, the “Losses”), joint or several, to which such Selling Holder Indemnified Person they are or any of them may become subject under the Securities Act, the Exchange ActAct or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common law or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or of, are based upon (i) upon, are caused by or relate to any untrue statement (or alleged untrue statement statement) of any a material fact (contained or incorporated in the case of any prospectusregistration statement, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Registration Statement, any prospectus or preliminary prospectus, prospectus supplementoffering circular, offering memorandum or final prospectus contained therein, Disclosure Package (including a Free Writing Prospectus) or any amendment or supplement thereofthereto or any filing or document incidental to such registration or qualification of the securities as required by this Agreement, or any free writing prospectus relating thereto, omission (ii) the omission or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein (in not misleading, except that no Person indemnified shall be indemnified hereunder insofar as the case of a prospectus, in light of the circumstances under which they were made) not misleading or (iii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action or inaction by the Corporation in connection with any such Registration of Registrable Securities, and in each case will reimburse each such Selling Holder Indemnified Person for any reasonable, documented legal or other expenses incurred by such Selling Holder Indemnified Person in connection with investigating, defending, or resolving any such Loss or actions or proceedings; provided, however, that the Corporation will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so same are made in conformity with and in reliance on information furnished in writing to it the Corporation by such Selling Holder Indemnified Person in writing specifically concerning such Person expressly for use in the Registration Statement or prospectus supplement, as applicabletherein. Such indemnity indemnification obligation shall remain be in full force addition to any liability that the Corporation may otherwise have to any such indemnified person. In connection with an Underwritten Offering and effect regardless without limiting any of the Corporation’s other obligations under this Agreement, the Corporation shall also indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other Person indemnified under this Section 5.1 to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Selling Stockholders. Reimbursements payable pursuant to the indemnification contemplated by this Section 5.1 will be made by periodic payments during the course of any investigation made by or on behalf of such Selling Holder Indemnified Persondefense, as and shall survive the transfer of such securities by such Selling Holderwhen bills are received or expenses incurred.

By the Corporation. In the event of the Registration of any Registrable Securities under the Securities Act pursuant The Corporation agrees to this Agreement, the Corporation will indemnify and hold harmless each Selling Holder thereunder of you and each Person who participates as an underwriter in the offering or sale of Registrable Securities (if customarily required), and their respective directors, officers, managers, partners, employees and agents and each Person, if any, person who controls such Selling Holder or underwriter each of you within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), Act against any and all losses, claims, damages, expenses, damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which such Selling Holder Indemnified Person you, they or any of you or them may become subject under the Securities Act, the Exchange ActAct or any other statute or common law, and to reimburse each such indemnified party for any legal or otherwiseother expenses reasonably incurred by them in connection with investigating any claims and defending any actions, insofar as such Losses (losses, claims, damages, liabilities or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Registration Statement, any preliminary prospectus, prospectus supplement, or final prospectus contained therein, Statement or any post-effective amendment or supplement thereof, or any free writing prospectus relating thereto, (ii) 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) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used prior to the issue date of the Prospectus, or contained in the Prospectus (as amended or supplemented, if the Corporation shall have filed with the Commission any amendment thereof or supplement thereto), if, in the case of a prospectussale made by the Agents, used within the period during which the Agents are authorized to solicit offers to purchase the Notes as provided in Section 2(a)(iv) hereof, or the omission or alleged omission to state therein (if so used) a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading or (iii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action or inaction by the Corporation in connection with any such Registration of Registrable Securities, and in each case will reimburse each such Selling Holder Indemnified Person for any reasonable, documented legal or other expenses incurred by such Selling Holder Indemnified Person in connection with investigating, defending, or resolving any such Loss or actions or proceedings25 25 misleading; provided, however, that the Corporation will indemnity agreement contained in this Section 10(a) shall not be liable in apply to any such case if and to the extent that losses, claims, damages, liabilities or actions arising out of, or based upon, any such Loss arises out of or is based upon an untrue statement or alleged untrue statement statement, or any such omission or alleged omission so if such statement or omission was made in reliance upon and in conformity with information furnished to it by such Selling Holder Indemnified Person in writing specifically for use in to the Registration Statement or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made Corporation by or on behalf of any of you for use in connection with the preparation of the Registration Statement, any preliminary prospectus or the Prospectus or any such Selling Holder Indemnified Personamendment thereof or supplement thereto, or was contained in that part of the Registration Statement constituting the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee; and provided, further, such indemnity with respect to the Prospectus or any preliminary prospectus shall survive not inure to the transfer benefit of an Agent or a Purchaser (or any person controlling such Agent or such Purchaser) if the person asserting any such loss, claim, damage or liability purchased the Notes which are the subject thereof from such Agent or such Purchaser and such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such securities Notes to such person in any case where such delivery is required by such Selling Holderthe Securities Act and the untrue statement or omission of a material fact contained in the Prospectus or any preliminary prospectus was corrected in the Prospectus (or the Prospectus as supplemented). The indemnity agreement contained in this Section 10(a) is subject to the undertaking of the Corporation with respect to indemnification of officers and directors of the Corporation contained in the Registration Statement, but only to the extent stated in said undertaking.

By the Corporation. In the event of the Registration any registration of any Registrable of its Securities under the Securities Act as effected pursuant to this AgreementWarrant, the Corporation will Corporation, to the extent permitted by law, shall indemnify and hold harmless the Holders of all Warrant Stock included in such Registration Statement, each Selling Holder thereunder and underwriter (as defined in the Securities Act), each other Person who participates as an underwriter in the offering or sale of Registrable Securities (if customarily required)such Securities, and their respective directors, officers, managers, partners, employees and agents and each other Person, if any, who controls such Selling Holder or underwriter (within the meaning of the Securities Act and the Exchange Act) such Holder of Warrant Stock, and its directors, officers, managers, partners, employees underwriter or agents (collectively, the “Selling Holder Indemnified Persons”)participating Person, against any losses, claims, damages, expenses, damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which such Selling Holder Indemnified Holder, underwriter, participating Person, or controlling Person may become subject under the Securities ActAct or any other statute or at common law, the Exchange Act, or otherwise, insofar in so far as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i1) any untrue statement or alleged untrue statement of any material fact (in contained, on the case of any prospectuseffective date thereof, in light of the circumstances any Registration Statement under which such statement is made) contained in (which, for Securities were registered under the avoidance of doubt, includes documents incorporated by reference in) the Registration StatementSecurities Act, any preliminary prospectus, prospectus supplementProspectus or final Prospectus contained therein, or final prospectus contained thereinany summary Prospectus issued in connection with any Securities being registered, or any amendment or supplement thereofthereto, or (2) any free writing prospectus relating thereto, (ii) the omission or alleged omission to state therein in any such document a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading or (iii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action or inaction by the Corporation in connection with any such Registration of Registrable Securitiesmisleading, and in each case will shall reimburse each such Selling Holder Indemnified Seller, or any such underwriter, participating Person or controlling Person for any reasonable, documented legal or other expenses reasonably incurred by such Selling Holder Indemnified Holder, underwriter, participating Person or controlling Person in connection with investigating, defending, investigating or resolving defending any such Loss loss, damage, liability or actions or proceedings; action, provided, however, that the Corporation will shall not be liable to any Holder, or any such underwriter, participating Person, or controlling Person in any such case if and to the extent that any such Loss loss, claim, damage or liability arises out of or is based upon an any alleged untrue statement or alleged omission made in such Registration Statement, preliminary Prospectus, summary Prospectus, Prospectus, or amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Corporation by such Holder, specifically for use therein; and, provided, further that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary Prospectus, final Prospectus, supplement or amendment, but eliminated or remedied in the final Prospectus or subsequent supplements and amendments, as the case may be, such indemnity agreement shall not inure to the benefit of the indemnified Person if the Person asserting any loss, claim, damage of liability if such Person had an obligation to deliver a copy of the materials eliminating or remedying the untrue statement or omission or alleged omission so made in conformity with information furnished to it by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or prospectus supplement, as applicable. Such indemnity shall remain in full force persons who purchased the securities and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderfailed to do so.

By the Corporation. In The Corporation agrees to indemnify, to the event of the Registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, the Corporation will indemnify and hold harmless each Selling Holder thereunder Holders and each Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities (if customarily required)Securities, and their respective current and former directors, officers, managers, partners, employees and agents and each Person, if any, Person who controls such Selling any Holder or any such underwriter (within the meaning of the any Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), Laws) against any all losses, claims, damages, liabilities, expenses, or liabilities costs (including reasonable attorneys’ costs of preparation, attorney’s fees and expensesany legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon upon: (i) any untrue information or statement contained in a Prospectus, any filing made in connection with the Qualification under Securities Laws or alleged untrue statement of compliance with “blue sky” rules or any material fact (in amendment thereto which at the case of any prospectus, time and in light of the circumstances under which such statement it was made contains or is madealleged to contain a misrepresentation; (ii) contained any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC or any court or other competent authority based upon any misrepresentation or alleged misrepresentation in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Registration Statementa Prospectus, any preliminary prospectus, prospectus supplement, or final prospectus contained therein, filing made in connection with the Qualification under Securities Laws or any amendment thereto or supplement thereof, or based upon any free writing prospectus relating thereto, (ii) the omission failure or alleged omission failure to state therein comply with Securities Laws (other than any failure to comply with Securities Laws by the Holder or the underwriters, as applicable, which is not as a material fact required result of a failure or alleged failure of the Corporation to be stated therein or necessary to make comply with Securities Laws); and (iii) non-compliance by the statements therein (Corporation with any Securities Laws in connection with a Secondary Registration and the distribution effected thereunder, except in the case of a prospectus, in light any of the circumstances under which they were madeforegoing insofar as (A) not misleading any information or statement referred to in clause (i) or (iiiii) any violation by the Corporation of any federal, state or common law rule or regulation applicable this Section 4.2(a) has been furnished in writing to the Corporation and relating to action or inaction by the Corporation in connection with any such Registration of Registrable Securities, and in each case will reimburse each such Selling Holder Indemnified Person for any reasonable, documented legal Holders or other expenses incurred by such Selling Holder Indemnified Person in connection with investigating, defending, or resolving any such Loss or actions or proceedings; provided, however, that the Corporation will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished to it by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or prospectus supplementunderwriters, as applicable. Such indemnity shall remain , expressly for use therein pursuant to Section 3.2(a) or Section 4.1; (B) caused by the Holders’ or any underwriter’s failure, as applicable, to comply with Securities Laws in full force and effect regardless a manner which is not a result of a failure or alleged failure of the Corporation to comply with Securities Laws or (C) any amounts paid in settlement of any investigation made by claim have been paid if such settlement is effected without the prior written consent of the Corporation, which consent shall not be unreasonably withheld or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderdelayed.

By the Corporation. In the event Notwithstanding any termination of the Registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation will agrees to indemnify and hold harmless harmless, to the extent permitted by law, each Selling Holder thereunder holder of Registrable Securities, the officers, directors, agents, partners, members, managers, stockholders, trustees and employees and each Person who participates as an underwriter in the offering or sale of Registrable Securities (if customarily required), and their respective directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder or underwriter holder (within the meaning of the Securities Act and or the Exchange Act) and the officers, and its directors, officersagents, partners, members, managers, partnersstockholders, trustees and employees or agents (collectively, the “Selling Holder Indemnified Persons”)of each such controlling Person, against any all losses, claims, damages, expenses, or liabilities and expenses (including reasonable without limitation, attorneys’ fees and expensesfees) (collectively“Liabilities”) as incurred, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon relating to (i) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (whichany registration statement, for the avoidance of doubt, includes documents incorporated by reference in) the Registration Statement, any prospectus or preliminary prospectus, prospectus supplement, or final prospectus contained therein, or any amendment thereof or supplement thereofthereto, or any free writing prospectus relating thereto, (ii) the 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 a prospectusnot misleading, in light of the circumstances under which they were made) not misleading or (iiiii) any violation or alleged violation by the Corporation of any federalthe Securities Act, the Exchange Act, state (“blue sky”) securities laws or common law any rule or regulation applicable to the Corporation promulgated thereunder and relating to action or inaction by required of the Corporation in connection with any such Registration registration statement, except insofar as the same are caused by or contained in any information furnished in writing to the Corporation by such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. The payments required by this Section 9(a) will be made periodically during the course of the investigation or defense, as and in each case will reimburse each such Selling Holder Indemnified Person for when bills are received or expenses incurred. The Corporation shall notify the holders of Registrable Securities promptly of the institution, threat or assertion of any reasonable, documented legal or other expenses incurred by such Selling Holder Indemnified Person Proceeding of which the Corporation is aware in connection with investigating, defending, or resolving any such Loss or actions or proceedings; provided, however, that the Corporation will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished to it transactions contemplated by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderthis Agreement.

By the Corporation. In The Corporation agrees to indemnify, to the event of the Registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, the Corporation will indemnify and hold harmless each Selling Holder thereunder Holders and each Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities (if customarily required)Securities, and their respective current and former directors, officers, managers, partners, employees and agents and each Person, if any, Person who controls such Selling any Holder or any such underwriter (within the meaning of the any Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), Laws) against any all losses, claims, damages, liabilities, expenses, or liabilities costs (including reasonable attorneys’ costs of preparation, attorney's fees and expenses) (collectivelyany legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), “Losses”)judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, "Losses") arising out of or are based upon upon: (i) any untrue information or statement contained in a Prospectus, any filing made in connection with the Qualification under Securities Laws or alleged untrue statement of compliance with "blue sky" rules or any material fact (in amendment thereto which at the case of any prospectus, time and in light of the circumstances under which such statement it was made contains or is madealleged to contain a misrepresentation; (ii) contained any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC or any court or other competent authority based upon any misrepresentation or alleged misrepresentation in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Registration Statementa Prospectus, any preliminary prospectus, prospectus supplement, or final prospectus contained therein, filing made in connection with the Qualification under Securities Laws or any amendment thereto or supplement thereof, or based upon any free writing prospectus relating thereto, (ii) the omission failure or alleged omission failure to state therein comply with Securities Laws (other than any failure to comply with Securities Laws by the Holder or the underwriters which is not as a material fact required result of a failure or alleged failure of the Corporation to be stated therein or necessary to make comply with Securities Laws); and (iii) non-compliance by the statements therein (Corporation with any Securities Laws in connection with a Secondary Registration and the distribution effected thereunder, except in the case of a prospectus, in light any of the circumstances under which they were madeforegoing insofar as (A) not misleading any information or statement referred to in clause (i) or (iiiii) any violation by the Corporation of any federal, state or common law rule or regulation applicable this Section 4.2(a) has been furnished in writing to the Corporation and relating to action or inaction by the Corporation Holders or the underwriters expressly for use therein pursuant to Section 3.2(a) or Section 4.1; (B) caused by the Holders' or any underwriter's failure to comply with Securities Laws in connection with any such Registration a manner which is not a result of Registrable Securities, and in each case will reimburse each such Selling Holder Indemnified Person for any reasonable, documented legal a failure or other expenses incurred by such Selling Holder Indemnified Person in connection with investigating, defending, or resolving any such Loss or actions or proceedings; provided, however, that alleged failure of the Corporation will to comply with Securities Laws or (C) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Corporation, which consent shall not be liable in any such case if and to the extent that any such Loss arises out of unreasonably withheld or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished to it by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderdelayed.

By the Corporation. In The Corporation agrees to indemnify, to the event of the Registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, the Corporation will indemnify and hold harmless each Selling Holder thereunder Holders and each Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities (if customarily required)Securities, and their respective current and former directors, officers, managers, partners, employees and agents and each Person, if any, Person who controls such Selling any Holder or any such underwriter (within the meaning of the any Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), Laws) against any all losses, claims, damages, liabilities, expenses, or liabilities costs (including reasonable attorneys’ costs of preparation, attorney’s fees and expensesany legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon upon: (i) any untrue information or statement contained in a Prospectus, any filing made in connection with the Qualification under Securities Laws or alleged untrue statement of compliance with “blue sky” rules or any material fact (in amendment thereto which at the case of any prospectus, time and in light of the circumstances under which such statement it was made contains or is madealleged to contain a misrepresentation; (ii) contained any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC or any court or other competent authority based upon any misrepresentation or alleged misrepresentation in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Registration Statementa Prospectus, any preliminary prospectus, prospectus supplement, or final prospectus contained therein, filing made in connection with the Qualification under Securities Laws or any amendment thereto or supplement thereof, or based upon any free writing prospectus relating thereto, (ii) the omission failure or alleged omission failure to state therein comply with Securities Laws (other than any failure to comply with Securities Laws by the Holder or the underwriters which is not as a material fact required result of a failure or alleged failure of the Corporation to be stated therein or necessary to make comply with Securities Laws); and (iii) non-compliance by the statements therein (Corporation with any Securities Laws in connection with a Secondary Registration and the distribution effected thereunder, except in the case of a prospectus, in light any of the circumstances under which they were madeforegoing insofar as (A) not misleading any information or statement referred to in clause (i) or (iiiii) any violation by the Corporation of any federal, state or common law rule or regulation applicable this Section 4.2(a) has been furnished in writing to the Corporation and relating to action or inaction by the Corporation Holders or the underwriters expressly for use therein pursuant to Section 3.2(a) or Section 4.1; (B) caused by the Holders’ or any underwriter’s failure to comply with Securities Laws in connection with any such Registration a manner which is not a result of Registrable Securities, and in each case will reimburse each such Selling Holder Indemnified Person for any reasonable, documented legal a failure or other expenses incurred by such Selling Holder Indemnified Person in connection with investigating, defending, or resolving any such Loss or actions or proceedings; provided, however, that alleged failure of the Corporation will to comply with Securities Laws or (C) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Corporation, which consent shall not be liable in any such case if and to the extent that any such Loss arises out of unreasonably withheld or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished to it by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderdelayed.