Common use of Indemnification by Issuer Clause in Contracts

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, its officers, directors and employees and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by such Holder expressly for use therein; PROVIDED, HOWEVER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested.

Indemnification by Issuer. The Issuer shall, and it hereby agrees to indemnify to, (i) indemnify, defend and hold harmlessharmless Stockholder and each Seller, to the full extent permitted by law, each Holder, its officers, directors and employees and each Person who controls such Holder (within the meaning participates as a sales or placement agent or underwriter in any offering or sale of the Securities Act) Registered Shares, against all any losses, claims, damagesdamages or liabilities to which Stockholder, any Seller or such agent or underwriter may become subject, insofar as such losses, claims, damages or liabilities and expenses caused by any (or actions or proceedings in respect thereof) arise out of or are based upon (A) an untrue statement or alleged untrue statement of a material fact contained in any a Registration Statement, Prospectus or any preliminary Prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (B) any violation by Issuer of any federal, except insofar as the same are caused state or other law applicable to Issuer in connection with such registration, and (ii) reimburse Stockholder, each Seller and any such agent or underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or contained in defending any information furnished in writing to the Issuer by such Holder expressly for use thereinaction, proceeding or claim; PROVIDEDprovided, HOWEVERhowever, that the Issuer shall not be liable to any such Person in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to Issuer by any such preliminary Prospectus if (i) Person expressly for use therein, or by such Holder failed Person's failure to deliver furnish Issuer, upon written request, with the information with respect to such Person, or cause to be delivered a copy Stockholder's intended method of distribution, that is the subject of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested.

Indemnification by Issuer. The Issuer agrees to indemnify will, and hold harmlesshereby does, to the full extent permitted by lawlaw indemnify and hold harmless the participating Holder of any Registrable Securities covered by any registration statement filed pursuant to Section 2, each Holder, its officers, directors from and employees and each Person who controls such Holder (within the meaning of the Securities Act) against all any losses, claims, damagesdamages or liabilities, liabilities joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof, whether or not such Holder is a party thereto, and expenses caused by including reasonable costs of investigation and legal expenses) (collectively, “Claims”), to which such Holder may become subject under the Act or otherwise, insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, “Registration StatementDocuments”), Prospectus or preliminary Prospectus or any 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 a prospectus or preliminary prospectus, except insofar as in light of the same are caused circumstances in which they were made), or any violation by Issuer of the Act or contained in any information furnished in writing state securities law, or any rule or regulation promulgated under the Act or any state securities law, or any other law applicable to the Issuer by relating to any such registration or qualification, and Issuer will reimburse such Holder expressly for use thereinany legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Claim; PROVIDEDprovided, HOWEVERhowever, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed Registration Document in reliance upon and in conformity with written information furnished to deliver or cause to be delivered a copy of Issuer for use in the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omissionpreparation thereof; and PROVIDED, FURTHERprovided further, that the Issuer shall not be liable in to any such case Holder to the extent that any such loss, claim, damage, liability Claim or expense arises out of the failure by such Holder to send or is based upon give a copy of the final prospectus to the Person claiming an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement at or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement prior to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with written confirmation of the sale of the Registrable Securities to the such Person asserting if such loss, claim, damage, liability statement or expense after the Issuer had furnished omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder with a sufficient number and shall survive the transfer of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar such securities industry professionals participating in the distribution, their officers and directors and each Person who controls by such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedHolder.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, harmless each Holder, Purchaser and its officers, directors and employees and directors, affiliates, members, each Person person who controls such Holder Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against all any losses, claims, damages, or liabilities and expenses caused by any untrue to which such Purchaser Indemnified Parties may become subject (under the Securities Act or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the same are caused by representations or contained in any information furnished in writing to warranties of the Issuer by contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Holder expressly Purchaser Indemnified Parties for use therein; PROVIDEDany reasonable legal or other expenses reasonably incurred in investigating, HOWEVERdefending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of of, or is based upon an untrue statement upon, a breach of any representations or alleged untrue statement warranties made by such Purchaser herein, or omission the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or alleged omission made in any punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such lossexpenses are incurred; provided, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHERhowever, that the Issuer Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall not be liable in any such case to no event exceed the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in aggregate purchase price for the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedPurchased Shares under this Agreement.

Indemnification by Issuer. The Issuer (a).Issuer agrees to indemnify indemnify, reimburse, defend and hold harmlesseach Secured Party and their respective directors, to the full extent permitted by law, each Holder, its officers, directors employees, consultants, agents, attorneys, or any other Person affiliated with or representing such Secured Party (each, an “Indemnified Person”) harmless against: (i) all obligations, demands, claims, and employees liabilities (collectively, “Claims”) asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Note Documents whether in contract, tort or otherwise; and (ii) all losses, Collateral Agent Expenses and Purchasers’ Expenses incurred, or paid by Indemnified Person in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Note Documents (including reasonable attorneys’ fees and expenses and, if necessary or appropriate, local counsel in each reasonably necessary and materially relevant jurisdiction for any Indemnified Person), except, in each case, for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct, in each case, as determined by a court of competent jurisdiction by final and non-appealable judgment. Issuer hereby further agrees to indemnify, reimburse, defend and hold each Indemnified Person who controls harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of any counsel for and, if necessary or appropriate, local counsel in each reasonably necessary and materially relevant jurisdiction for any Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Holder Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of Issuer or its shareholders, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (within other than any broker retained by Purchasers) asserting any right to payment for the meaning transactions contemplated hereby which may be imposed on, incurred by or asserted against such Indemnified Person as a result of or in connection with the transactions contemplated hereby and the use or intended use of the Securities Actproceeds of the loan proceeds except for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements directly caused by such Indemnified Person’s gross negligence or willful misconduct, in each case, as determined by a court of competent jurisdiction by final and non-appealable judgment. This Section 12.2(a) against all shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities and expenses caused by etc. arising from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by such Holder expressly for use therein; PROVIDED, HOWEVER, that the Issuer shall not be liable in any such case to the extent that any such loss, non-Tax claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested.

Indemnification by Issuer. The In the event of any registration of Registrable Securities under the Securities Act pursuant to Section 2 or 3 hereof, Issuer agrees to will, and it hereby does, indemnify and hold harmless, to the full extent permitted by law, each Holder, its directors, officers, employees, stockholders, general partners, limited partners, members, advisory directors, managing directors and employees and each Person other person, if any, who controls controls, is controlled by or is under common control with such Holder (within the meaning of the Securities Act) against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several, and expenses caused by (including any amounts paid in any settlement effected with Issuer's prior written consent) to which such Holder, director, officer, employee, stockholder, general partner, limited partner, member, advisory director, managing director or other person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained contained, on the effective date thereof, in any Registration Statementregistration statement under which such Registrable Securities were registered under the Securities Act, Prospectus any preliminary, final or preliminary Prospectus summary prospectus contained therein, or any amendment or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in light of the circumstances under which they are made), except insofar and Issuer will reimburse each Holder and each such director, officer, employee, stockholder, general partner, limited partner, member, advisory director, managing director or other person for any legal or any other expenses reasonably incurred by them as the same such expenses are caused by incurred in connection with investigating or contained in any information furnished in writing to the Issuer by defending such Holder expressly for use thereinloss, claim, liability, action or proceeding; PROVIDED, HOWEVER, provided that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary Prospectus if (i) preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to Issuer by or in behalf of such Holder failed for use in the preparation thereof; provided, further, however, that Issuer shall not be required to deliver or cause to be delivered a copy of the Prospectus indemnify any such indemnified Person to the Person asserting extent that such loss, claim, damage, liability liability, expense, action or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense proceeding arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission that was corrected in the Prospectus, if such untrue statement final prospectus or alleged untrue statement, omission or alleged omission is completely corrected in an any amendment or supplement thereto and it is established that such Holder failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended claimant with or supplemented prior to or concurrently with the sale of the such Registrable Securities sold to the Person asserting such lossclaimant, claim, damage, liability unless such failure to deliver or expense after the Issuer had furnished such Holder with provide a sufficient number of copies copy of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons final prospectus (within the meaning as amended or supplemented) was as a result of the Securities Act) failure of Issuer to the same extent provide such final prospectus or such amendment or supplement thereto on a timely basis as provided above with respect to the indemnification of the Holders, if requestedrequired by this Agreement.

Indemnification by Issuer. The Issuer hereby agrees to indemnify and hold harmless, to the full extent permitted by lawTrustee, each HolderNoteholder, each Affected Party and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons individually being called an "INDEMNIFIED PARTY"), forthwith on demand, from and against any 36 and all damages, losses, claims (whether on account of settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing collectively being called "INDEMNIFIED LOSSES") awarded against or incurred by any of them that arise out of or relate to Issuer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the part of such Indemnified Party (or the gross negligence or willful misconduct on the part of any of its officers, directors directors, employees, affiliates or agents), (b) to the extent they include Indemnified Losses in respect of Receivables and employees reimbursement therefor that would constitute credit recourse to Issuer for the amount of any Receivable or Related Pledged Asset not paid by the related Obligor, (c) to the extent they are or result from lost profits, (d) to the extent they are or result from taxes (including interest and each Person who controls such Holder penalties thereon) asserted with respect to (within i) franchise or withholding taxes imposed on any Indemnified Party other than Trustee in its capacity as Trustee or (ii) federal or other income taxes on or measured by the meaning net income of the Securities Act) against all losses, claims, damages, liabilities Indemnified Party and costs and expenses caused by any untrue in defending against the same, or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by such Holder expressly for use therein; PROVIDED, HOWEVER, that the Issuer shall not be liable in any such case (e) to the extent that they constitute consequential, special or punitive damages. If for any such reason the indemnification provided in this Section is unavailable to an Indemnified Party or is insufficient to hold it harmless, then Issuer shall contribute to the amount paid by the Indemnified Party as a result of any loss, claim, damagedamage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnified Party on the one hand and Issuer on the other hand, liability or expense arises out but also the relative fault of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made the Indemnified Party (if any) and Issuer and any other relevant equitable consideration. Notwithstanding any provisions contained in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus Transaction Document to the Person asserting such losscontrary, claimIssuer shall not, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable obligated to, pay any amount pursuant to this SECTION 7.3 unless funds are allocated for such payment pursuant to the provisions hereof governing the allocation of funds in the Master Collection Account. Any amount which Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of Issuer for any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedinsufficiency.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmlessshall, to the full extent permitted by law, indemnify and hold harmless each Holderseller of Registrable Securities included in any registration statement filed in connection with a Piggyback Registration, its managers and officers, directors and employees and each Person other Person, if any, who controls any such Holder (seller within the meaning of the Securities Act) , against all any losses, claims, damages, liabilities and expenses caused by or liabilities, joint or several (together, "Losses"), to which such seller or any such manager or officer or controlling Person may become subject under the Securities 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 any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statementsuch registration statement, Prospectus any preliminary prospectus, final prospectus or preliminary Prospectus summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information furnished in writing to and the Issuer will reimburse such seller and each such manager, officer and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Holder expressly for use therein; PROVIDEDLoss (or action or proceeding in respect thereof), HOWEVER, PROVIDED that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability Loss (or expense action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue registration statement, omission or alleged omission is completely corrected in an preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Prospectus Issuer through an instrument duly executed by such seller specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such manager, officer or controlling Person, and shall survive the Holder thereafter fails to deliver transfer of such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting Units by such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the sameseller. The Issuer will shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating each other Person who participates (including as an underwriter) in the distributionoffering or sale of Registrable Securities, their officers and directors managers and each Person other Person, if any, who controls any such Persons (participating Person within the meaning of the Securities Act) Act to the same extent as provided above with respect to the indemnification sellers of the Holders, if requestedRegistrable Securities.

Indemnification by Issuer. The In the event of any registration of any securities of Issuer under the Securities Act, Issuer will, and hereby agrees to to, indemnify and hold harmless, to the full extent permitted by law, each Holderharmless Purchaser, its directors and officers, directors and employees and each Person other Person, if any, who controls such Holder (Purchaser within the meaning of the Securities Act) , against all any losses, claims, damagesdamages or liabilities, joint or several, to which Purchaser or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses caused by (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statementregistration statement under which such securities were registered under the Securities Act, Prospectus any preliminary prospectus, final prospectus or preliminary Prospectus summary prospectus contained therein, or any amendment or supplement thereto, or any omission or (y) alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused and Issuer will reimburse Purchaser and each such director, officer, and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or contained in defending any information furnished in writing to the Issuer by such Holder expressly for use therein; PROVIDEDloss, HOWEVERclaim, liability, action or proceeding, provided that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary Prospectus if (i) such Holder failed prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to deliver or cause to be delivered a copy of Issuer through an instrument duly executed by Purchaser specifically stating that it is for use in the Prospectus to the Person asserting such losspreparation thereof, claimprovided, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHERfurther, that the Issuer shall not be liable to Purchaser in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of Purchaser's failure to send or is based upon give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement at or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement prior to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus; and provided, further, that Issuer shall not be liable to Purchaser in any such case to the Person asserting extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based (i) upon the use of any preliminary final or summary prospectus by or on behalf of Purchaser after Issuer has notified Purchaser, in accordance with Section 2.3(vii), that such prospectus contains an untrue statement of a material fact required to be stated therein or necessary to make the Issuer had furnished such Holder with a sufficient number of copies statements therein, in light of the samecircumstances under which they were made, not misleading, (ii) the use of any final prospectus, as amended or supplemented, by or on behalf of Purchaser after such time as the obligation of Issuer to keep the related registration statement effective has expired or (iii) any violation of any federal or state securities laws, rules or regulations committed by Purchaser (other than any violation that arises out of or is based upon the circumstances described in clause (x) or (y) above and as to which Purchaser would otherwise be entitled to indemnification hereunder). The Issuer will also indemnify underwritersSuch indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Purchaser or any such director, selling brokersofficer, dealer managers or controlling Person and similar shall survive the transfer of such securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedby Purchaser.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, its officers, directors and employees and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or Prospectus, are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by such Holder expressly for use therein, or are based on any violation or alleged violation by the Issuer of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act, any state securities laws in connection with the offering covered by the Registration; PROVIDEDand the Issuer will reimburse the Holders, HOWEVEReach of their respective stockholders, partners, members, managers, trustees, directors, officers, employees, agents, underwriters and each Person who controls each Holder or underwriter for any reasonable legal and other expenses as and when incurred in connection with investigating or defending any such claim, loss, damage, liability or expense; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDEDprovided, FURTHERfurther, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, its officers, directors and employees and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by such Holder expressly for use therein; PROVIDED, HOWEVER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the samesame in a timely manner. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested.

Indemnification by Issuer. The Issuer agrees to indemnify will, and hold harmlesshereby does, to the full extent permitted by lawlaw indemnify and hold harmless each participating Holder of any Registrable Securities covered by any registration statement filed pursuant to Section 2 hereof, each Holder, its officers, directors from and employees and each Person who controls such Holder (within the meaning of the Securities Act) against all any losses, claims, damagesdamages or liabilities, liabilities joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof, whether or not such Holder is a party thereto, and expenses caused by including reasonable costs of investigation and legal expenses) (collectively, "Claims"), to which such Holder may become subject under the Securities Act or otherwise, insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, "Registration StatementDocuments"), Prospectus or preliminary Prospectus or any 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 a prospectus or preliminary prospectus, except insofar as in light of the same are caused by or contained circumstances in any information furnished in writing to the which they were made), and Issuer by will reimburse such Holder expressly for use thereinany legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Claim; PROVIDEDprovided, HOWEVERhowever, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) Registration Document in reliance upon and in conformity with written information furnished to Issuer by such Holder failed to deliver for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or cause to be delivered a copy on behalf of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number and shall survive the Transfer of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any securities by such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedHolder.

Indemnification by Issuer. The Issuer agrees to indemnify will, and hold harmlesshereby does, to the full extent permitted by lawlaw indemnify and hold harmless the participating Holder of any Registrable Securities covered by the Resale Shelf Registration Statement, each Holder, its officers, directors from and employees and each Person who controls such Holder (within the meaning of the Securities Act) against all any losses, claims, damagesdamages or liabilities, liabilities joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof, whether or not Holder is a party thereto, and expenses caused by including reasonable costs of investigation and legal expenses) (collectively, “Claims”), to which Holder may become subject under the Securities Act or otherwise, insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, “Registration StatementDocuments”), Prospectus or preliminary Prospectus or any 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 a prospectus or preliminary prospectus, except insofar as in light of the same are caused circumstances in which they were made), or any violation by Issuer of the Securities Act or contained any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to Issuer relating to any such registration or qualification, and Issuer will reimburse Holder for any legal or any other expenses reasonably incurred by Holder in connection with investigating or defending any information furnished in writing to the Issuer by such Holder expressly for use thereinClaim; PROVIDEDprovided, HOWEVERhowever, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Registration Document in reliance upon and in conformity with written information furnished to Issuer through an instrument duly executed by or on behalf of Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, specifically stating that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or it is based upon an untrue statement or alleged untrue statement or omission or alleged omission for use in the Prospectus, if preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Holder and shall survive the transfer of such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedby Holder.

Indemnification by Issuer. The Issuer agrees to shall indemnify and hold harmless, to the full fullest extent permitted by law, Purchaser, each Holder, of its officers, directors and employees directors, partners and each Person person who controls such Holder Purchaser (within the meaning of the Securities Act) against all losses, claims, damages, liabilities liabilities, costs (including, without limitation, reasonable attorney’s fees) amounts paid in settlement and expenses caused incurred by such person (collectively, “Claims”) insofar as such Claims arise out of or are based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement (as defined in the Note), Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus (as defined in the same are caused by Note) if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Issuer files any amendment thereof or supplement thereto with the Securities and Exchange Commission) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation by the Issuer of any federal, state, provincial, territorial or common law, rule or regulation applicable to the Issuer in connection with any Registration Statement, Prospectus or any preliminary Prospectus, or any amendment or supplement thereto (clauses (i), (ii) and (iii) being collectively, “Violations”), and shall reimburse, in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(d): (i) shall not apply to a Claim by an indemnified person arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Issuer by such Holder indemnified person or by Purchaser on behalf of such indemnified person expressly for use thereinin connection with the preparation of the Registration Statement or Prospectus or any such amendment thereof or supplement thereto and; PROVIDED, HOWEVER, that the Issuer (ii) shall not be liable in any such case available to the extent that any such loss, claim, damage, liability or expense arises out of or Claim is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed on a failure of the Purchaser to deliver or to cause to be delivered a copy of the Prospectus to made available by the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the ProspectusIssuer, if such untrue statement Prospectus was timely made available by the Issuer at or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement prior to the Prospectus and the Holder thereafter fails to deliver time delivery of such Prospectus as so amended was required of such indemnified person. Indemnity under this Section 7(d) shall remain in full force and effect regardless of any investigation made by or supplemented prior to or concurrently with on behalf of Purchaser and shall survive the sale permitted transfer of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedSecurities.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, harmless each Holder, Purchaser and its officers, directors directors, members and employees their respective successors and each Person who controls such Holder assigns (within collectively, the meaning of the Securities Act“Purchaser Indemnified Parties”) from and against all any third party losses, claims, damages, damages or liabilities and expenses caused by any untrue to which such Purchaser Indemnified Parties may become subject (under the Securities Act or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the same are caused by representations or contained in any information furnished in writing to warranties of the Issuer by contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Holder expressly Purchaser Indemnified Parties for use therein; PROVIDEDany reasonable legal or other expenses reasonably incurred in investigating, HOWEVERdefending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of of, or is based upon an untrue statement upon, a breach of any representations or alleged untrue statement warranties made by such Purchaser herein, or omission or alleged omission made the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in any this Agreement hereof . The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such lossexpenses are incurred; provided, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHERhowever, that Issuer’s obligation to indemnify the Issuer Purchaser Indemnified Parties shall not be liable in any no event exceed the aggregate amount received by such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with Purchaser from the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedPurchased Securities.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, harmless each Holder, Purchaser and its officers, directors directors, affiliates, members and employees their respective successors, assigns, heirs, representatives and each Person who controls such Holder estates (within collectively, the meaning of the Securities Act"Purchaser Indemnified Parties") from and against all any third party losses, claims, damages, damages or liabilities and expenses caused by any untrue to which such Purchaser Indemnified Parties may become subject (under the Securities Act or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the same are caused by representations or contained in any information furnished in writing to warranties of the Issuer by contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Holder expressly Purchaser Indemnified Parties for use therein; PROVIDEDany reasonable legal or other expenses reasonably incurred in investigating, HOWEVERdefending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of of, or is based upon an untrue statement upon, a breach of any representations or alleged untrue statement warranties made by such Purchaser herein, or omission or alleged omission made the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such lossthis Agreement, claimprovided, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHERfurther, that the Issuer no Purchaser Indemnified Party shall not be liable in any such case entitled to the extent that any such lossrecover special, claim, damage, liability consequential or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the samepunitive damages under this Section 8.1. The Issuer will also shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided, however, that Issuer's obligation to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating the Purchaser Indemnified Parties shall in no event exceed shall not exceed the distribution, their officers and directors and each Person who controls such Persons (within aggregate purchase price for the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedPurchased Shares under this Agreement.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, harmless each HolderSelling Holder of Registrable Securities, its officers, directors and employees agents and each Person Person, if any, who controls such Selling Holder (within the meaning of Section 15 of the Act or Section 20 of the Securities Act) Exchange Act of 1934, as amended, from and against any and all losses, claims, damagesdamages (whether in contract, tort or otherwise), liabilities and expenses caused by (including reasonable costs of investigation) whatsoever (as incurred or suffered) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, Prospectus or preliminary Prospectus arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same such losses, claims, damages, liabilities or expenses arise out of, or are caused by based upon, any such untrue statement or contained in any omission or allegation thereof based upon information furnished in writing to the Issuer by such a Selling Holder or on a Selling Holder's behalf expressly for use therein; PROVIDEDprovided, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or prospectus, the Issuer indemnity agreement contained in this paragraph shall not be liable in any such case apply to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered results from the fact that a current copy of the Prospectus prospectus (as then amended or supplemented, as applicable), which prospectus shall have been timely provided to the Seller Holder, was not sent or given to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of at or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement prior to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with written confirmation of the sale of the Registrable Securities concerned to such Person and such current copy of the Person asserting prospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense after the expense. Issuer had furnished such Holder with a sufficient number of copies also agrees to indemnify any underwriters of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distributionRegistrable Securities, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to underwriters on substantially the same extent basis as provided above with respect to that of the indemnification of the Holders, if requestedSelling Holders provided in this Section or such other indemnification customarily obtained by underwriters at the time of offering.

Indemnification by Issuer. The In the event of any registration of any securities of Issuer agrees to indemnify under the Securities Act, Issuer will, and hold harmlesshereby does, to the full extent permitted by law, each Holder, its officers, directors law indemnify and employees hold harmless the participating Holder of any Registrable Securities covered by any registration statement filed pursuant to Section 2 or Section 3 and each Person other Person, if any, who controls such participating Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) , from and against all any losses, claims, damagesdamages or liabilities, liabilities joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof, whether or not such Holder is a party thereto, and expenses caused by including reasonable costs of investigation and legal expenses) (collectively, “Claims”), to which such Holder may become subject under the Securities Act or otherwise, insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, “Registration StatementDocuments”), Prospectus or preliminary Prospectus or any 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 a prospectus or preliminary prospectus, except insofar as in light of the same are caused circumstances in which they were made), or any violation by Issuer of the Securities Act or contained in any information furnished in writing state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to the Issuer by relating to any such registration or qualification, and Issuer will reimburse such Holder expressly for use thereinany legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Claim; PROVIDEDprovided, HOWEVERhowever, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) Registration Document in reliance upon and in conformity with written information furnished to Issuer through an instrument duly executed by such Holder failed to deliver or cause to be delivered a copy of stating that it is for use in the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omissionpreparation thereof; and PROVIDED, FURTHERprovided further, that the Issuer shall not be liable in to any such case Holder to the extent that any such loss, claim, damage, liability Claim or expense arises out of the failure by such Holder to send or is based upon give a copy of the final prospectus to the Person claiming an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement at or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement prior to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with written confirmation of the sale of the Registrable Securities to the such Person asserting if such loss, claim, damage, liability statement or expense after the Issuer had furnished omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder with a sufficient number and shall survive the transfer of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar such securities industry professionals participating in the distribution, their officers and directors and each Person who controls by such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedHolder.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, harmless each Holder, Purchaser and its officers, directors directors, members and employees their respective successors, assigns, heirs, representatives and each Person who controls such Holder estates (within collectively, the meaning of the Securities Act“Purchaser Indemnified Parties”) from and against all any third party losses, claims, damages, damages or liabilities and expenses caused by any untrue to which such Purchaser Indemnified Parties may become subject (under the Securities Act or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the same are caused by representations or contained in any information furnished in writing to warranties of the Issuer by contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Holder expressly Purchaser Indemnified Parties for use therein; PROVIDEDany reasonable legal or other expenses reasonably incurred in investigating, HOWEVERdefending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of of, or is based upon an untrue statement upon, a breach of any representations or alleged untrue statement warranties made by such Purchaser herein, or omission or alleged omission made the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in any this Agreement. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such lossexpenses are incurred; provided, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHERhowever, that Issuer’s obligation to indemnify the Issuer Purchaser Indemnified Parties shall not be liable in any no event exceed the aggregate amount received from such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with Purchaser from the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedPurchased Units.

Indemnification by Issuer. The Issuer agrees to shall indemnify Purchaser, the Collateral Agent (and any sub-agent thereof) and Farmer Mac, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmlesseach Indemnitee harmless from, to the full extent permitted by law, each Holder, its officers, directors any and employees and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and related expenses caused (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any untrue Indemnitee or asserted against any Indemnitee by any Person (including Issuer or any affiliate of Issuer and the expense of investigation) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Bond Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the issuance of any Bond by Issuer or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged untrue statement presence or release of a material fact contained Hazardous Materials on or from any property owned or operated by Issuer or any of its affiliates or securing any Qualified Loan, or any Environmental Liability related in any Registration Statementway to Issuer, Prospectus or preliminary Prospectus any of its Affiliates, any Borrower or any omission of the Underlying Collateral Properties, or alleged omission (iv) any actual or prospective claim, litigation, investigation or proceeding relating to state therein any of the foregoing, whether based on contract, tort or any other theory, whether brought by a material fact required third party or by Issuer or any of its affiliates, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by such Holder expressly for use therein; PROVIDED, HOWEVER, that the Issuer shall not be liable in any such case available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Issuer or any of its affiliates against an Indemnitee for breach in bad faith of such loss, claim, damage, liability Indemnitee’s obligations hereunder or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in under any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectusother Bond Document, if Issuer or such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected affiliate of Issuer has obtained a final and nonappealable judgment in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver its favor on such Prospectus claim as so amended or supplemented prior to or concurrently with the sale determined by a court of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requestedcompetent jurisdiction.

Indemnification by Issuer. The Issuer shall, and it hereby agrees to indemnify to, (i) indemnify, defend and hold harmlessharmless Stockholder, to the full extent permitted by law, each Holder, its officers, directors and employees and each Person who controls such Holder (within the meaning participates as a sales or placement agent or underwriter in any offering or sale of the Securities Act) Registered Shares, against all any losses, claims, damagesdamages or liabilities to which Stockholder or such agent or underwriter may become subject, insofar as such losses, claims, damages or liabilities and expenses caused by any (or actions or proceedings in respect thereof) arise out of or are based upon (A) an untrue statement or alleged untrue statement of a material fact contained in any a Registration Statement, Prospectus or any preliminary Prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (B) any violation by Issuer of any federal, except insofar as the same are caused state or other law applicable to Issuer in connection with such registration, and (ii) reimburse Stockholder and any such agent or underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or contained in defending any information furnished in writing to the Issuer by such Holder expressly for use thereinaction, proceeding or claim; PROVIDED, HOWEVER, that the Issuer shall not be liable to any such Person in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to Issuer by any such preliminary Prospectus if (i) Person expressly for use therein, or by such Holder failed Person's failure to deliver furnish Issuer, upon written request, with the information with respect to such Person, or cause to be delivered a copy Stockholder's intended method of distribution, that is the subject of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested.