Common use of Indemnification by the Corporation Clause in Contracts

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) arising out of or caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are caused by any such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holder.

Indemnification by the Corporation. The Corporation agrees to shall, notwithstanding any termination of this Annex A, indemnify and hold harmlessharmless each Holder and their agents, counsel, brokers, investment advisors and employees of each of them and each underwriter of the Registrable Securities and their officers, directors, Affiliates, partners and any broker or dealer through whom such shares may be sold and each Person, if any, who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Holder or any such underwriter to the fullest extent permitted by applicable law, each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesliabilities, joint or several costs (including reasonable including, without limitation, costs of investigation preparation and legal expensesattorneys’ fees) and expenses (collectively, “Losses”) ), as incurred, arising out of or caused by relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement, any Prospectus or any related form of prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended in any amendment or supplemented if the Corporation shall have furnished supplement thereto or in any amendments or supplements thereto)preliminary prospectus, or arising out of or caused by relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectusany Prospectus or form of prospectus or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, except insofar as such Losses arise out of or are caused by any to the extent, but only to the extent, that such untrue statement statements or omission included or omitted omissions are based solely upon information regarding such Holder furnished in conformity with information furnished writing to the Corporation by such Holder expressly for use therein, which information was reasonably relied on by the Corporation for use therein or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Indemnitee or any Person acting on behalf of such Indemnitee Holder expressly for use therein; providedin any Registration Statement, however, that such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Corporation shall notify the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale Holders promptly of the Registrable Securities to such Person (the “Initial Sale Time”) institution, threat or assertion of any Proceeding of which the Corporation shall have notified is aware in connection with the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted transactions contemplated by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holder.Annex A.

Indemnification by the Corporation. The Corporation agrees to shall indemnify and hold harmlessharmless each Conversion Holder, to the fullest extent permitted by lawits members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each Holderunderwriter, the trustees of broker or any Holder, the investment manager or managers acting other Person on behalf of any Holder with respect to the Registrable Securitiessuch Conversion Holder, Personsand each Person, if any, who Control any Controls such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of themsuch Controlling Person, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesexpenses (including, joint without limitation, reasonable attorneys’ fees) to which a Conversion Holder or several any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (“Losses”i) arising out of or caused by any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by 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 in the case of the prospectustherein, in light of the circumstances in under which they were made, not misleading, except insofar as (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Losses arise Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or are caused by based upon any such untrue statement omission or alleged omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or (biii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) 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 statement or omission of a material fact was corrected or alleged omission made in a such registration statement or offering statement, any such preliminary prospectus orprospectus, where permitted by lawpreliminary offering circular, Issuer Free Writing Prospectus final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior conformity with written information furnished to the Initial Sale Time, (cCorporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any a Conversion Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holdersuch Controlling Person.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holderthe Trust, the trustees of any HolderTrustee, the officers, directors, employees and investment manager or managers acting on behalf of any Holder the Trust with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities (including amounts paid in settlement) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) ), arising out of or caused by any untrue statement or alleged untrue statement of a material fact contained in any the registration statement described herein or any related prospectus or Issuer Free Writing Prospectus in each case relating to an offering or sale of the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are caused by any such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such an Indemnitee or any Person acting on behalf of such an Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (ai) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder Trust that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (bii) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder the Trust a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (ciii) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (div) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (ciii) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holder.

Indemnification by the Corporation. The Corporation agrees or the County, on behalf of the Corporation, as applicable, shall timely pay any Other Taxes to indemnify the relevant Governmental Authority and hold harmlessshall also, to the fullest extent permitted by law, indemnify the Bank and each HolderParticipant Bank, within thirty (30) days after demand therefor, for the trustees full amount of any HolderIndemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Bank or any Participant Bank and any penalties, the investment manager interest and reasonable expenses arising therefrom or managers acting on behalf of any Holder with respect to thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) arising out of or caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if relevant Governmental Authority; provided that the Corporation shall have furnished not be obligated to indemnify the Bank for any amendments penalties, interest or supplements thereto), expenses relating to Indemnified Taxes or Other Taxes arising out of from the Bank’s negligence or caused by any omission or alleged omission willful misconduct. The Bank and each Participant Bank agrees to state therein a material fact required to be stated therein or necessary to make the statements therein in the case of the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are caused by any such untrue statement or omission included or omitted in conformity with information furnished give notice to the Corporation in writing by such Indemnitee or of the assertion of any Person acting on behalf claim against it relating to Indemnified Taxes and Other Taxes as promptly as reasonably practicable after being notified of such Indemnitee expressly for use thereinclaim; provided, however, that the foregoing indemnity agreement with respect failure by the Bank or such Participant Bank to any preliminary prospectuses or Issuer Free Writing Prospectuses provide prompt notice shall not inure affect the Bank’s or such Participant Bank’s rights under this Section 2.9. A certificate stating in reasonable detail the amount of such payment or liability delivered to the benefit of such Indemnitee if Corporation and the Person asserting County by the Bank or any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) Participant Bank shall be conclusive absent manifest error. In addition, the Corporation shall have notified or the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleadingCounty, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Corporation, as applicable, shall indemnify the Bank and each Participant Bank, within thirty (30) days after demand therefor, for any Holder incremental Taxes that may become payable by the Bank or any indemnified party and shall survive Participant Bank as a result of any failure of the transfer Corporation or the County, on behalf of Registrable Securities by the Corporation, as applicable, to pay any HolderTaxes when due to the appropriate Governmental Authority or to deliver to the Bank or any Participant Bank pursuant to clause (d), documentation evidencing the payment of Taxes.

Indemnification by the Corporation. The Corporation agrees to shall indemnify and hold harmless, to the fullest full extent permitted by law, each Holder, the trustees each shareholder, member, limited or general partner of any such Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person who controls (each, an “Indemnitee”)within the meaning of the Securities Act or the Exchange Act) such Persons, from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or caused by based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any related prospectus amendment thereof or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended supplement thereto or supplemented if the Corporation shall have furnished any amendments or supplements theretodocuments incorporated by reference therein), or arising out of or caused by (ii) 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 the prospectusa Prospectus or preliminary Prospectus, in light of the circumstances in under which they were made, ) not misleading; provided, except insofar as such Losses arise out that no selling Holder shall be entitled to indemnification pursuant to this Section 3.9(a) in respect of or are caused by any such untrue statement or omission included or omitted contained in conformity with any information relating to such selling Holder furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure selling Holder to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities Corporation specifically for inclusion in a Registration Statement and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) used by the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus in conformity therewith (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleadingsuch information, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above“Selling Stockholder Information”). This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisehave. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder or any indemnified party and shall survive the transfer Transfer of Registrable such securities by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. The Corporation shall 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 by any HolderAct and the Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified parties.

Indemnification by the Corporation. The Corporation agrees to will indemnify and hold harmlessharmless each Purchaser and its officers, to the fullest extent permitted by lawdirectors, members, partners, employees, attorneys and agents, successors and assigns, and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsother person, if any, who Control any controls such Purchaser within the meaning of themthe Securities Act or Section 20 of the Exchange Act (and its officers, directors, partners, members and each of their respective Representatives (each, an “Indemnitee”employees), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, costs (including reasonable attorney fees) or liabilities, joint or several several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, expenses, costs or liabilities (including reasonable costs of investigation and legal expensesor actions in respect thereof) (“Losses”) arising arise out of or caused by are based upon: (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any registration statement described herein preliminary prospectus or final prospectus contained therein, or form of prospectus or any related prospectus amendment or Issuer Free Writing Prospectus relating to supplement thereof; (ii) the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by any omission or alleged omission to state therein in the Registration Statement, any preliminary prospectus or final prospectus contained therein, or form of prospectus or any amendment or supplement thereof, a material fact required to be stated therein or necessary to make the statements therein in not misleading; (iii) any violation or alleged violation by the case Corporation or its agents of the prospectusSecurities Act or any state securities law, or any rule or regulation thereunder in light of connection with such registration; or (iv) any failure to register or qualify the circumstances Registrable Securities included in which they were made, not misleading, except insofar as such Losses arise out of or are caused by any such untrue statement or omission included or omitted Registration in conformity with information furnished to any state where the Corporation or its agents has affirmatively undertaken or agreed in writing that the Corporation will undertake such registration or qualification on a Purchaser’s behalf, and will reimburse such Purchaser, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Indemnitee loss, claim, damage, liability or any Person acting on behalf of such Indemnitee expressly for use thereinaction; provided, however, that the foregoing indemnity agreement with respect to Corporation will not be liable in any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure such case if and to the benefit extent that any such loss, claim, damage or liability arises out of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains is based upon an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such alleged untrue statement or omission of a material fact was corrected or alleged omission so made in a preliminary prospectus or, where permitted conformity with information furnished by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Purchaser or any indemnified party and shall survive the transfer of Registrable Securities by any Holdersuch controlling person in writing specifically for use in such Registration Statement or Prospectus.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmlessIn the event any Registrable Securities are included in a registration statement under this Agreement, to the fullest extent permitted by law, the Corporation will, and hereby does, indemnify and hold harmless each Holderholder, its directors and officers, each other Person who participates as an underwriter in the trustees offering or sale of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personssuch securities and each other Person, if any, who Control controls each holder or any such underwriter within the meaning of themthe Securities Act, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesdamages or liabilities, joint or several several, to which each holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as and the Corporation will reimburse the holders and each such Losses arise director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Corporation 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 are caused by any such is based upon an untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Corporation by the holders, and provided further that the Corporation shall not be liable to any Person who participates as an underwriter in writing by such Indemnitee the offering or sale of Registrable Securities or any Person acting on behalf other Person, if any, who controls such underwriter within the meaning of the Securities Act, 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 such Indemnitee expressly for use therein; providedPerson's failure to send or give a copy of the final prospectus, however, that as the foregoing indemnity agreement with respect same may be then supplemented or amended to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the time written confirmation of the sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) if such untrue statement or omission of a material fact was corrected in a preliminary such final prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could delivery would have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisemitigated liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder the holders or any indemnified party such director, officer, underwriter or controlling person and shall survive the transfer of Registrable Securities such securities by any Holdersuch seller.

Indemnification by the Corporation. The Corporation agrees to will indemnify ---------------------------------- and hold harmless, to the fullest extent permitted by law, each HolderStockholder owning Registrable Securities registered pursuant to this Agreement, its officers, directors, trustees, agents and employees, each person who controls such Stockholder (within the trustees meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, trustees, agents and employees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (each, an “Indemnitee”)such controlling person, from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesliabilities, joint or several costs (including reasonable without limitation the costs of investigation and legal expensesattorneys' fees) and expenses (“collectively, "Losses”) "), as incurred, arising out of or caused by based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement, Prospectus or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto)preliminary prospectus, or arising out of or caused by 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 in the case of the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as the same are based solely upon information furnished in writing to the Corporation by or on behalf of such Stockholder expressly for use therein; provided, -------- however, that the Corporation will not be liable to any Stockholder to the ------- extent that any such Losses arise out of or are caused based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if either (i) (A) such Stockholder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by any such Stockholder of a Registrable Security to the person asserting the claim from which such Losses arise and (B) the Prospectus would have completely corrected such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an alleged untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleadingsuch omission or alleged omission, or (bii) such untrue statement or alleged untrue statement or such omission of a material fact was or alleged omission is completely corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus an amendment or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior supplement to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made previously furnished by or on behalf of any Holder the Corporation, such Stockholder was furnished with copies of the Prospectus as so amended or any indemnified party supplemented, and shall survive such Stockholder thereafter failed to deliver such Prospectus as so amended or supplemented prior to or concurrently with the transfer sale of a Registrable Securities by any HolderSecurity to the person asserting the claim from which such Losses arise.

Indemnification by the Corporation. The Corporation agrees to indemnify shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmlessharmless (I) each Holder, its partners, members, managers, stockholders, Affiliates, and the directors, officers, employees and agents of each of the foregoing, (II) each Person who controls any such Holder (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act), the partners, members, managers, stockholders, Affiliates of each such controlling Person, and the directors, officers, employees and agents of each of the foregoing, collectively, “Holder Covered Persons”), to the fullest extent permitted by applicable law, each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesliabilities, joint or several costs (including including, without limitation, reasonable costs of preparation and investigation and legal expensesreasonable attorneys’ fees) and expenses (collectively, “LossesDamages”) arising ), as incurred, that arise out of or caused by are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement, any Prospectus or any related form of prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended in any amendment or supplemented if the Corporation shall have furnished supplement thereto or in any amendments or supplements thereto)preliminary prospectus, or arising out of or caused by relating to 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 the prospectusany Prospectus or form of prospectus or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, except insofar as such Losses arise out of or are caused by any to the extent that, (A) such untrue statement statements, alleged untrue statements, omissions or omission included or omitted alleged omissions are based solely upon information regarding such Holder furnished in conformity with information furnished writing to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee Holder expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit extent that such information relates to such Holder or such Holder’s proposed method of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased distribution of Registrable Securities and was reviewed and approved by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (aB) in the case of an occurrence of an event of the type specified in Section 3(a)(3)(E)-(G), related to the use by a Holder of an outdated or defective Prospectus after the Corporation has notified such Holder in writing that the Prospectus is outdated or defective and prior to the time of sale receipt by such Holder of the Registrable Securities to such Person (Advice contemplated and defined in Section 9(j) below. The Corporation shall notify the “Initial Sale Time”) Holders promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwiseis aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by any Holderthe Holders.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmlessIn the event any Registrable Securities are included in a registration statement under this Agreement, to the fullest extent permitted by law, the Corporation will, and hereby does, indemnify and hold harmless each HolderPurchaser, its directors and officers, each other Person who participates as an underwriter in the trustees offering or sale of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personssuch securities and each other Person, if any, who Control controls each Purchaser or any such underwriter within the meaning of themthe Securities Act, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesdamages or liabilities, joint or several several, to which each Purchaser or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as and the Corporation will reimburse the Purchasers and each such Losses arise director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Corporation 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 are caused by any such is based upon an untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Corporation by the Purchasers, and provided further that the Corporation shall not be liable to any Person who participates as an underwriter in writing by such Indemnitee the offering or sale of Registrable Securities or any Person acting on behalf other Person, if any, who controls such underwriter within the meaning of the Securities Act, 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 such Indemnitee expressly for use therein; providedPerson's failure to send or give a copy of the final prospectus, however, that as the foregoing indemnity agreement with respect same may be then supplemented or amended to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the time written confirmation of the sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) if such untrue statement or omission of a material fact was corrected in a preliminary such final prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could delivery would have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisemitigated liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder the Purchasers or any indemnified party such director, officer, underwriter or controlling person and shall survive the transfer of Registrable Securities such securities by any Holdersuch seller.

Indemnification by the Corporation. The Corporation agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmlessharmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesliabilities, joint or several costs (including reasonable including, without limitation, costs of investigation preparation and legal expensesattorneys' fees) and expenses (“Losses”) collectively, "LOSSES"), as incurred, arising out of or caused by relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any registration statement described herein Prospectus or any related form of prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended in any amendment or supplemented if the Corporation shall have furnished supplement thereto or in any amendments or supplements thereto)preliminary prospectus, or arising out of or caused by relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectusany Prospectus or form of prospectus or supplement thereto, in the light of the circumstances in under which they were made, ) not misleading, except insofar as such Losses arise out of or are caused by any to the extent, but only to the extent, that such untrue statement statements or omission included or omitted omissions are based solely upon information regarding such Holder furnished in conformity with information furnished writing to the Corporation by such Holder expressly for use therein, which information was reasonably relied on by the Corporation for use therein or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Indemnitee or any Person acting on behalf of such Indemnitee Holder expressly for use therein; providedin the Registration Statement, however, that such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Corporation shall notify the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale Holders promptly of the Registrable Securities to such Person (the “Initial Sale Time”) institution, threat or assertion of any Proceeding of which the Corporation shall have notified is aware in connection with the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted transactions contemplated by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any HolderAgreement.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmlessharmless each Selling Holder and its Affiliates and their respective officers, to the fullest extent permitted by lawdirectors, partners, shareholders, members, managers, employees, agents and representatives and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, Person (if any, who Control any ) which controls a Selling Holder within the meaning of them, and each either Section 15 of their respective Representatives the Securities Act or Section 20 of the Exchange Act (each, an a “Indemnitee”), Controlling Person“) from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) expenses arising out of or caused by based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended Registration Shares or supplemented if the Corporation shall have furnished any amendments or supplements thereto)preliminary prospectus, or arising out of any amendment or caused by supplement to such Registration Statement or prospectus; (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in not misleading; (iii) any violation or alleged violation by the case Corporation of the prospectusSecurities Act, the Exchange Act or any state securities Law or (iv) any failure to register or qualify the Registration Shares in light any state where the Corporation or its agents have affirmatively undertaken or agreed in writing that the Corporation (the undertaking of any underwriter being attributed to the Corporation) will undertake such registration or qualification on the Selling Holder’s behalf (provided that in such instance the Corporation shall not be so liable if it has undertaken its commercially reasonable efforts to so register or qualify the Registration Shares), or any blue sky application or other document executed by the Corporation specifically for that purpose or based upon written information furnished by the Corporation filed in any state or other jurisdiction in order to qualify any or all of the circumstances in which they were made, not misleadingRegistration Shares under the securities Laws thereof, except insofar as such Losses arise out of losses, claims, damages or liabilities are caused by any such untrue statement or omission included or omitted in conformity with based upon information furnished in writing to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee Selling Holder or Controlling Person expressly for use therein or by such Selling Holder’s failure to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after the Corporation has furnished the Selling Holder with copies of the same, which failure creates liability for such Selling Holder under applicable securities Laws; provided, however, that the Corporation shall have no obligation to indemnify under this sentence to the extent any such losses, claims, damages or liabilities have been finally and non-appealably determined by a court to have resulted from such Selling Holder’s Switch & Data Facilities Company, Inc. Fifth Amended and Restated Investors Agreement willful misconduct or gross negligence. The Corporation also agrees to indemnify any underwriters of the Registration Shares, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 3.3(a), except insofar as such losses, claims, damages or liabilities are caused by or based upon any specific information furnished in writing to the Corporation by or on behalf of such underwriter expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior no obligation to indemnify under this sentence to the Initial Sale Time) contains an untrue statement of material fact extent any such losses, claims, damages or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could liabilities have been provided finally and non-appealably determined by a court to have resulted from any such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus underwriter’s willful misconduct or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holdergross negligence.

Indemnification by the Corporation. The In the event of any registration of any securities of the Corporation agrees under the 1933 Act pursuant to subsection (b) or (c) of this Section, the Corporation will, and hereby does, indemnify and hold harmlessharmless Purchaser, to the fullest extent permitted by lawits directors, officers and agents and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsother Person, if any, who Control any controls Purchaser within the meaning of themparagraph 15 of the 1933 Act (Purchaser and such other Persons, and each of their respective Representatives (eachcollectively, an “IndemniteePurchaser Covered Persons”), from and against any and all out-of-pocket losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several expenses (including reasonable costs of investigation attorneys’ fees and legal expenses) actually incurred by such Purchaser Covered Person under the 1933 Act, common law or otherwise (collectively, “LossesDamages”), to the extent that such Damages (or actions or proceedings in respect thereof) arising arise out of or caused by result from (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement under which such securities were registered under the 1933 Act or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectustherein, in light of the circumstances in under which they were made, not misleading, except insofar as such Losses arise out of or are caused by (ii) any such untrue statement or omission included or omitted alleged untrue statement of a material fact contained in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses Prospectus, together with the documents incorporated by reference therein (as amended or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee supplemented if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified filed with the respective Holder that the preliminary prospectus SEC any amendment thereof or Issuer Free Writing Prospectus (as it existed supplement thereto), if used prior to the Initial Sale Time) contains an untrue statement effective date of material fact such Registration Statement, or omits contained in the Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Corporation shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Corporation shall not be liable to any Purchaser Covered Person in any such case to the extent that any such Damage (bor action or proceeding in respect thereof) such arises out of or relates to any untrue statement or alleged untrue statement or omission of a material fact was corrected or alleged omission made in a preliminary prospectus orsuch Registration Statement or amendment thereof or supplement thereto or in any such preliminary, where permitted by law, Issuer Free Writing final or summary Prospectus in reliance upon and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior conformity with written information furnished to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive such Purchaser Covered Person, specifically for use in the transfer of Registrable Securities by any Holderpreparation thereof.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities of the Corporation agrees under the Securities Act pursuant to Section 2.1 or 2.2, the Corporation will, and hereby does, indemnify and hold harmlessharmless each Investor, to the fullest extent permitted by lawits directors and officers, any underwriter and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsother Person, if any, who Control controls any of themInvestor or any such underwriter, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damagesdamages or liabilities, to which any Investor or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto)contained therein, or arising out of or caused by any omission or alleged omission omissions to state therein a material fact required to be stated therein or necessary to make the statements therein in the case of the prospectus, in light of the circumstances in which they were made, made not misleading, except insofar as and the Corporation will reimburse each Investor, and each such Losses arise out director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim or liability or action or proceeding in respect thereof; provided that the Corporation shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises at of or are caused by any such is based upon an untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement or any such prospectus, in reliance upon and in conformity with written information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly any investor or underwriter, as the case may be, specifically stating that it is for use thereinin the preparation thereof; and provided, howeverfurther, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses Corporation shall not inure be liable in any case to the benefit extent that such loss, claim, damage, liability or expense arises out of an untrue or alleged untrue statement or omission or alleged omission in a prospectus, if such Indemnitee if statement or omission is corrected in an amendment or supplement to the Person asserting any Losses against prospectus and the Investor thereafter fails to deliver such Indemnitee purchased Registrable Securities and (a) prospectus as amended or supplemented prior to or concurrently with the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwiseSecurities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Investor, or any indemnified party such director, officer or controlling person and shall survive the transfer of Registrable Securities such securities by any Holderthe Investor.

Indemnification by the Corporation. The In the event of any registration of any securities of the Corporation agrees to under the Securities Act, the Corporation will, and hereby does, indemnify and hold harmless, in the case of any registration statement filed pursuant to the fullest extent permitted by lawthis Agreement, each Holder, the trustees seller of any HolderRegistrable Securities covered by such registration statement, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securitiesits directors, Personsofficers, partners, members, agents and affiliates and each other Person, if any, who Control any controls such seller within the meaning of themthe Securities Act, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesdamages or liabilities, joint or several several, to which such seller or any such Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, made not misleading, except insofar as and, subject to Section 2.7(c), the Corporation will reimburse any Holder, such Losses arise seller, and each such director, officer, partner, member, agent, or affiliate and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, that the Corporation 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 are caused by any such is based upon an untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation in writing through an instrument duly executed by such Indemnitee or any Person acting on behalf of such Indemnitee expressly seller or such controlling person, as the case may be, specifically stating that it is for use therein; provided, however, that in the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisepreparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Holder, such seller, or any indemnified party such director, officer, partner, agent or affiliate or controlling person and shall survive the transfer of Registrable Securities such securities by any Holdersuch seller.

Indemnification by the Corporation. The Corporation agrees to indemnify shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmlessharmless (I) the Holder, its partners, members, managers, stockholders, Affiliates, and the directors, officers, employees and agents of each of the foregoing, (II) each Person who controls the Holder (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act), the partners, members, managers, stockholders, Affiliates of each such controlling Person, and the directors, officers, employees and agents of each of the foregoing, (collectively, “Holder Covered Persons”), to the fullest extent permitted by applicable law, each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesliabilities, joint or several costs (including including, without limitation, reasonable costs of preparation and investigation and legal expensesreasonable attorneys’ fees) and expenses (collectively, “LossesDamages”) arising ), as incurred, that arise out of or caused by are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement, any Prospectus or any related form of prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended in any amendment or supplemented if the Corporation shall have furnished supplement thereto or in any amendments or supplements thereto)preliminary prospectus, or arising out of or caused by relating to 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 the prospectusany Prospectus or form of prospectus or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, except insofar as such Losses arise out of or are caused by any to the extent that, (A) such untrue statement statements, alleged untrue statements, omissions or omission included or omitted alleged omissions are based solely upon information regarding such Holder furnished in conformity with information furnished writing to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee Holder expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit extent that such information relates to such Holder or such Holder’s proposed method of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased distribution of Registrable Securities and was reviewed and approved by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (aB) in the case of an occurrence of an event of the type specified in Section 3(a)(3)(E)-(G), related to the use by a Holder of an outdated or defective Prospectus after the Corporation has notified such Holder in writing that the Prospectus is outdated or defective and prior to the time of sale receipt by such Holder of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein Advice contemplated and defined in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holder.Section 9(j)

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities of the Corporation agrees under the Securities Act pursuant to Section 2.1 or 2.2, the Corporation will, and hereby does, indemnify and hold harmless, to the fullest extent permitted by lawPTFM, its directors and officers, any underwriter and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsother Person, if any, who Control controls PTFM or any of themsuch underwriter, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damagesdamages or liabilities, to which PTFM or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto)contained therein, or arising out of or caused by any omission or alleged omission omissions to state therein a material fact required to be stated therein or necessary to make the statements therein in the case of the prospectus, in light of the circumstances in which they were made, made not misleading, except insofar as and the Corporation will reimburse PTFM, and each such Losses arise director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim or liability or action or proceeding in respect thereof; provided that the Corporation shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or are caused by any such is based upon an untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement or any such prospectus, in reliance upon and in conformity with written information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly PTFM or underwriter, as the case may be, specifically stating that it is for use thereinin the preparation thereof; and provided, howeverfurther, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses Corporation shall not inure be liable in any case to the benefit extent that such loss, claim, damage, liability or expense arises out of an untrue or alleged untrue statement or omission or alleged omission in a prospectus, if such Indemnitee if statement or omission is corrected in an amendment or supplement to the Person asserting any Losses against prospectus and PTFM thereafter fails to deliver such Indemnitee purchased Registrable Securities and (a) prospectus as amended or supplemented prior to or concurrently with the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwiseSecurities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder PTFM, or any indemnified party such director, officer or controlling person and shall survive the transfer of Registrable Securities such securities by any HolderPTFM.

Indemnification by the Corporation. The Corporation agrees to ---------------------------------- indemnify and hold harmless, to the fullest full extent permitted by law, each HolderSelling Shareholder, its directors, officers, employees and agents (and the directors, officers, employees and agents thereof) and each other person or entity who controls the Selling Shareholder within the meaning of the Securities Act (collectively, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, "Selling Shareholder Indemnitees" and each of their respective Representatives (each, an “individually a "Selling ------- ----------------------- ------- Shareholder Indemnitee”), from and ") against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and ---------------------- expenses, joint or several (including reasonable costs fees of investigation counsel and legal expenses) any amounts paid in settlement effected with the Corporation's consent, which consent shall not be unreasonably withheld), to which any such Selling Shareholder Indemnitee may become subject under the Securities Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (“Losses”) arising out of or actions or proceedings, whether commenced or threatened, in respect thereof), are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein or any related prospectus or Issuer Free Writing Prospectus relating to the in which such Qualified Registrable Securities (as amended were included or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are caused by (ii) any such untrue statement or omission included alleged untrue statement of a material fact contained in any preliminary, final or omitted in conformity summary prospectus, together with information furnished to the Corporation in writing documents incorporated by such Indemnitee reference therein (as amended or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee supplemented if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified filed with the respective Holder that Commission any amendment or supplement), or the preliminary prospectus omission or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or (biii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action of or inaction by the Corporation in connection with any registration statement; and in each case the Corporation will reimburse each Selling Shareholder Indemnitee for any reasonable legal or any other expenses incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, that the -------- ---- Corporation shall not be liable to any such Selling Shareholder Indemnitee in any case to the extent that any loss, claim, damage, liability or expense (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the registration statement or amendment or supplement or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Corporation by or on behalf of any Selling Shareholder relating to a Selling Shareholder for use in the preparation thereof; and provided further that the -------- ------- ---- Corporation shall not be liable to any Selling Shareholder Indemnitee with respect to any preliminary prospectus to the extent that any loss, claim, damage, liability or expense of the Selling Shareholder Indemnitee results from the fact that a Selling Shareholder sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of the sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Corporation has previously furnished copies thereof to the Selling Shareholder in compliance with Section 3 of this Agreement and the loss, claim, damage, liability or --------- expense of the Selling Shareholder Indemnitee results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in a preliminary the prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary (or the prospectus as amended or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisesupplemented). Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party Selling Shareholder and shall survive the transfer of Registrable Securities such securities by any HolderSelling Shareholder.

Indemnification by the Corporation. The Subject to Section 6.04, the Corporation agrees to indemnify the Purchaser and its Representatives (collectively, the “Purchaser Related Parties”) from, and hold harmless, to the fullest extent permitted by law, each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (eachthem harmless against, an “Indemnitee”), from and against any and all losses, penalties, judgmentsactions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, claimslosses, damagesliabilities, liabilities and expenses, joint damages or several expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter, but excluding costs of investigating any matter initiated by the Purchaser Related Parties where such investigation is undertaken without a reasonable and legal expenses) (“Losses”) good faith belief that a Corporation Indemnified Liability exists), whether or not involving a Third Party Claim, as a result of, arising out of or caused related to any of the following (collectively, the “Corporation Indemnified Liabilities”): (a) the failure of any of the representations or warranties made by any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by any omission or alleged omission to state therein a material fact required contained herein to be stated therein true and correct (disregarding any references to “material”, “materially”, “material respects”, “Material Adverse Effect” and all other similar materiality qualifications therein, except for any such references or necessary to make qualifications set forth in Section 3.13); or (b) the statements therein breach of any of the covenants or obligations of the Corporation contained herein; provided that in the case of the prospectusimmediately preceding clause (a), in light such claim for indemnification relating to a breach of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of any representation or are caused by any such untrue statement or omission included or omitted in conformity with information furnished warranty is made prior to the Corporation in writing by such Indemnitee or any Person acting on behalf expiration of such Indemnitee expressly for use thereinrepresentation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses date upon which a Purchaser Related Party shall not inure to have given notice (stating in reasonable detail the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale basis of the Registrable Securities claim for indemnification) to such Person (the “Initial Sale Time”) the Corporation shall have notified constitute the respective Holder date upon which such claim has been made; and provided, further, that in no event shall the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact Corporation be required to be stated therein make payments in order to make respect of Corporation Indemnified Liabilities that exceed in the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of aggregate the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) abovePurchase Price. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holder.Section 6.02

Indemnification by the Corporation. The In the event of any registration under the Securities Act pursuant to Article II of any Registrable Securities covered by such registration, the Corporation agrees to indemnify and hold harmlesswill, to the fullest extent permitted by law, and hereby does, indemnify and hold harmless each Holder of Registrable Securities to be sold under such registration statement, the partners, members, officers, directors, and stockholders of each such Holder, each such Holder’s legal counsel and independent accountants, each other person who participates as an underwriter in the trustees offering or sale of any Holder, the investment manager or managers acting on behalf of any Holder with respect such securities (if so required by such underwriter as a condition to including the Registrable Securities, PersonsSecurities of the Holders in such registration) and each other person, if any, who Control controls any such Holder or any such underwriter within the meaning of them, and the Securities Act or the Exchange Act (each of their respective Representatives (each, an “IndemniteeIndemnified Party” and collectively, the “Indemnified Parties”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesdamages or liabilities, joint or several several, to which any Indemnified Party may become subject under the Securities Act, the Exchange Act, any state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto)document incorporated therein by reference, or arising out of any amendment or caused by 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 the prospectus, in light of the circumstances in which they were made, made not misleading, except insofar as such Losses or arise out of any violation by the Corporation of any rule or are caused by regulation promulgated under the Securities Act or state securities law applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, and the Corporation will reimburse the Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 5.1(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld; and provided, further, however that the Corporation shall not be liable to an Indemnified Party 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 any untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly Indemnified Party specifically for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holder.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities of the Corporation agrees under the Securities Act pursuant to this Article II, the Corporation will, and it hereby does, indemnify and hold harmless, to the fullest extent permitted by law, a Registering Covered Person, each Holderaffiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, the trustees officer, affiliate, employee, agent and controlling person of any Holder, of the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsforegoing) and each other person, if any, who Control any controls such seller within the meaning of themthe Securities Act (collectively, and each of their respective Representatives (each, an the “IndemniteeIndemnified Parties”), from and against any and all losses, penalties, judgments, suits, costs, claims, damagesdamages and liabilities (including, liabilities without limitation, legal fees and expensesother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several several, that arise out of, or are based upon, (including reasonable costs of investigation and legal expenses1) (“Losses”) arising out of or caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein or any related prospectus amendment or Issuer Free Writing Prospectus relating to the supplement thereto under which such Registrable Securities (as amended were registered or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are caused by any such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, or (b2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Corporation shall not be liable to any Indemnified Party 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 any untrue statement or alleged untrue statement or omission of a material fact was corrected or alleged omission made in a preliminary prospectus orsuch registration statement, where permitted by lawprospectus, Issuer Free Writing Prospectus and such corrected preliminary any free writing prospectus or Issuer Free Writing Prospectus was provided any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Corporation with respect to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder seller or any indemnified party and shall survive underwriter specifically for use in the transfer of Registrable Securities by any Holderpreparation thereof.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmlessIn the event any Registrable Securities are included in a registration statement under this Agreement, to the fullest extent permitted by law, the Corporation will, and hereby does, indemnify and hold harmless each HolderPurchaser, its directors and officers, each other Person who participates as an underwriter in the trustees offering or sale of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personssuch securities and each other Person, if any, who Control controls each Purchaser or any such underwriter within the meaning of themthe Securities Act, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesdamages or liabilities, joint or several several, to which each Purchaser or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as and the Corporation will reimburse the Purchaser and each such Losses arise director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Corporation 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 are caused by any such is based upon an untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Corporation by the Purchaser, and provided further that the Corporation shall not be liable to any Person who participates as an underwriter in writing by such Indemnitee the offering or sale of Registrable Securities or any Person acting on behalf other Person, if any, who controls such underwriter within the meaning of the Securities Act, 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 such Indemnitee expressly for use therein; providedPerson's failure to send or give a copy of the final prospectus, however, that as the foregoing indemnity agreement with respect same may be then supplemented or amended to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the time written confirmation of the sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) if such untrue statement or omission of a material fact was corrected in a preliminary such final prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could delivery would have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisemitigated liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder the Purchaser or any indemnified party 16 such director, officer, underwriter or controlling person and shall survive the transfer of Registrable Securities such securities by any Holdersuch seller.

Indemnification by the Corporation. The Corporation agrees to shall, and it hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holderthe Stockholder, the trustees of any Holderits officers, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securitiesdirectors, Personspartners, if anymembers, who Control any of themmanagers, stockholders and employees and each Person who controls (within the meaning of their respective Representatives (each, an “Indemnitee”), the Securities Act or the Exchange Act) such Persons from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and reasonable legal expensesexpenses or other reasonable expenses actually incurred thereby in connection with investigating or defending any claim or proceeding resulting therefrom) (each, a “Loss” and collectively “Losses”) arising out of or caused by based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any related prospectus amendment thereof or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended supplement thereto or supplemented if any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Corporation shall have furnished or any amendments or supplements thereto)of its subsidiaries including any report and other document filed under the Exchange Act, or arising out of or caused by (ii) 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 the prospectusa Prospectus or preliminary Prospectus, in light of the circumstances in under which they were made, ) not misleading; provided, except insofar as such Losses arise out that the Stockholder shall not be entitled to indemnification pursuant to this Section 8(a) in respect of or are caused by any such untrue statement or omission included or omitted contained in conformity with any information furnished in writing by the Stockholder to the Corporation specifically for inclusion in a Registration Statement that has not been corrected in a subsequent writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such the Person asserting the claim or (the “Initial Sale Time”iii) any violation or alleged violation by the Corporation shall have notified (or any of its agents or Affiliates) of the respective Holder that Securities Act, the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to Exchange Act, any state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by securities law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of any rule or regulation promulgated under the Initial Sale Time such that Securities Act, the corrected preliminary prospectus Exchange Act, or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) abovestate securities law. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisehave. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder or any indemnified party and shall survive the transfer Transfer of Registrable such securities by the Stockholder. The Corporation shall 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 by any HolderAct and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmlessharmless each Stockholder holding Registrable Securities covered by a registration statement, to the fullest extent permitted by lawits officers, directors, members and agents, and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsperson, if any, who Control any controls such Stockholder within the meaning of them, and each Section 15 of their respective Representatives (each, an “Indemnitee”), the Securities Act or Section 20 of the Exchange Act from and against any and all losses, penalties, judgments, suits, costs, claims, damages, damages and liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) arising out of or caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto)) or any preliminary prospectus, or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of losses, claims, damages or liabilities are caused by any such untrue statement or omission included or omitted in conformity with alleged untrue statement or omission based upon information furnished in writing to the Corporation in writing by such Indemnitee Stockholder or any Person acting on such Stockholder's behalf of such Indemnitee expressly for use therein; provided, however, provided that the foregoing indemnity agreement with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectuses prospectus, or Issuer Free Writing Prospectuses in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not inure apply to the benefit extent that any such loss, claim, damage, liability or expense results from the fact that a current copy of such Indemnitee if the Person prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) loss, claim, damage, liability or expense at or prior to the time written confirmation of the sale of the Registrable Securities concerned to such Person (the “Initial Sale Time”) person if it is determined that the Corporation shall have notified has provided such prospectus and it was the respective Holder that responsibility of such Stockholder to provide such person with a current copy of the preliminary prospectus (or Issuer Free Writing Prospectus (such amended or supplemented prospectus, as it existed prior to the Initial Sale Timecase may be) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary current copy of the prospectus (or Issuer Free Writing Prospectus was provided such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Holder a reasonable amount of time in advance loss, claim, damage, liability or expense. The Corporation also agrees to indemnify any underwriters of the Initial Sale Time Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been indemnification of the Stockholders provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any HolderSection 5.06.

Indemnification by the Corporation. The In the event of any Registration covering Registrable Securities pursuant hereto, the Corporation agrees to indemnify and hold harmless, to the fullest extent permitted by law, each HolderOffering Shareholder , the trustees of any Holderits officers and directors, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personseach Person, if any, who Control any controls the Offering Shareholder within the meaning of them, either Section 15 of the Securities Act or Section 20 of the Exchange Act or analogous provisions of applicable Securities Laws and each of their respective Representatives (each, Person retained by an “Indemnitee”)Offering Shareholder and who may be subject to liability under any applicable Securities Laws, from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities costs, expenses and expensesliabilities, joint or several several, (including reasonable costs including, without limitation, any legal or other expenses reasonably incurred by such indemnified person in connection with defending or investigating any such action or claim) to which they or any of investigation them may become subject under applicable Securities Laws or other applicable laws or regulations, and legal expenses) (“Losses”) arising which arise out of of, are based upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto)) or any preliminary Prospectus, or arising arise out of of, are based upon, or are caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except with respect to a particular Offering Shareholder insofar as such Losses losses, claims, damages, costs, expenses or liabilities arise out of of, are based upon or are caused by (i) any such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such alleged untrue statement or omission of a material fact was corrected based upon information furnished in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior writing to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Offering Shareholder expressly for use therein or (ii) such Offering Shareholder's failure to comply with a Prospectus delivery requirement imposed on it under applicable law, if any, including any Holder failure to deliver, after delivery of a preliminary Prospectus, a Prospectus containing corrected, modified or amended disclosure with respect to any indemnified party material fact. The Corporation also agrees to indemnify any Underwriters of the Registrable Securities, their officers and shall survive directors and each Person who controls such Underwriters on substantially the transfer same basis as that of Registrable Securities by any Holderthe indemnification of the Offering Shareholder provided in this Clause 4.1.

Indemnification by the Corporation. The In the event of any registration of any of the Corporation's securities under the Securities Act pursuant to this Section 2, the Corporation agrees to shall indemnify and hold harmless, harmless each of the following parties as described in this Agreement: (i) the seller of such securities; (ii) each underwriter (as defined in the Securities Act) who makes an underwriting agreement with the Corporation or Holders pursuant to the fullest extent permitted by law, foregoing terms of this Agreement; (iii) each Holder, other Person who is a partner or affiliate or agent of such seller and who participates in the trustees offering of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personssuch securities; and (iv) each other Person, if any, who Control any controls (within the meaning of themthe Securities Act) such seller, and each of their respective Representatives (each, an “Indemnitee”), from and underwriter or participating Person against any and all losses, penalties, judgments, suits, costs, claims, damages, damages or liabilities and expenses(collectively the "liability"), joint or several several, to which such seller, underwriter, participating Person or controlling Person may become subject under the Securities Act or any other statute or at common law, if such liability (including reasonable costs of investigation and legal expensesor action in respect thereof) (“Losses”) arising arises out of or caused by is based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by (ii) 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 the prospectus, in light of the circumstances in which they were made, not misleading. Except as otherwise provided in paragraph (d) of this Section 2.5, except insofar as the Corporation shall reimburse each such Losses arise seller, underwriter, participating Person or such controlling Person in connection with defending any such liability. Notwithstanding anything to the contrary herein, however, the Corporation shall not be liable to any seller, underwriter, participating Person, or controlling Person in any such case if any such liability arises out of or are caused by is based upon any such alleged untrue statement or alleged omission included made in such registration statement, preliminary or omitted final prospectus, or amendment or supplement thereto (i) in reliance upon and in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly specifically for use therein; providedin such registration statement, howeverpreliminary or final prospectus or amendment or supplement thereto, or (ii) based on the authority of an "expert" within the meaning of that term as defined in the Securities Act (but only if the Corporation had no reasonable ground to believe, and did not believe, that the foregoing indemnity agreement with respect statements made on the authority of such expert were untrue or that there was an omission to any preliminary prospectuses or Issuer Free Writing Prospectuses state a material fact). The Corporation shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact be required to be stated therein in order to make the statements therein not misleading, indemnify any Person against any liability arising from (bi) such any untrue or misleading statement or omission of a material fact was contained in any preliminary prospectus if such deficiency is corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary the final prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance (ii) for any liability which arises out of the Initial Sale Time such that failure of any Person to deliver a prospectus as required by the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as Securities Act. The indemnity provided for in clause (cthis Section 2.5(a) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect for the period of limitations imposed under California law, regardless of any investigation made by or on behalf of any Holder such seller, underwriter, participating Person or any indemnified party controlling Person and shall survive the transfer of Registrable Securities such securities by any Holdersuch seller.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities of the Corporation agrees under the Securities Act pursuant to this Article II, the Corporation will, and it hereby does, indemnify and hold harmless, to the fullest extent permitted by law, a Registering Covered Person, each Holderaffiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, the trustees officer, affiliate, employee, agent and controlling person of any Holder, of the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsforegoing) and each other person, if any, who Control any controls such Registering Covered Person within the meaning of themthe Securities Act (collectively, and each of their respective Representatives (each, an the “IndemniteeIndemnified Parties”), from and against any and all losses, penalties, judgments, suits, costs, claims, damagesdamages and liabilities (including, liabilities without limitation, legal fees and expensesother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several several, that arise out of, or are based upon, (including reasonable costs of investigation and legal expenses1) (“Losses”) arising out of or caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein or any related prospectus amendment or Issuer Free Writing Prospectus relating to the supplement thereto under which such Registrable Securities (as amended were registered or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are caused by any such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, or (b2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Corporation shall not be liable to any Registering Covered Person or other Indemnified Party 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 any untrue statement or alleged untrue statement or omission of a material fact was corrected or alleged omission made in a preliminary prospectus orsuch registration statement, where permitted by lawprospectus, Issuer Free Writing Prospectus and such corrected preliminary any free writing prospectus or Issuer Free Writing Prospectus was provided any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information regarding a Registering Covered Person furnished to the Corporation by such Registering Covered Person or other Indemnified Party with respect to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder seller or any indemnified party and shall survive underwriter specifically for use in the transfer of Registrable Securities by any Holderpreparation thereof.

Indemnification by the Corporation. The In the event of any registration of any of the Corporation's securities under the Securities Act pursuant to this Section 2, the Corporation agrees to shall indemnify and hold harmless, harmless each of the following parties as described in this Agreement: (i) the seller of such securities; (ii) each underwriter (as defined in the Securities Act) who makes an underwriting agreement with the Corporation or Holders pursuant to the fullest extent permitted by law, foregoing terms of this Agreement; (iii) each Holder, other Person who is a partner or affiliate or agent of such seller and who participates in the trustees offering of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personssuch securities; and (iv) each other Person, if any, who Control any controls (within the meaning of themthe Securities Act) such seller, and each of their respective Representatives (each, an “Indemnitee”), from and underwriter or participating Person against any and all losses, penalties, judgments, suits, costs, claims, damages, damages or liabilities and expenses(collectively the "liability"), joint or several several, to which such seller, underwriter, participating Person or controlling Person may become subject under the Securities Act or any other statute or at common law, if such liability (including reasonable costs of investigation and legal expensesor action in respect thereof) (“Losses”) arising arises out of or caused by is based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by (ii) 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 the prospectus, in light of the circumstances in which they were made, not misleading. Except as otherwise provided in paragraph (d) of this Section 2.6, except insofar as the Corporation shall reimburse each such Losses arise seller, underwriter, participating Person or such controlling Person in connection with defending any such liability. Notwithstanding anything to the contrary herein, however, the Corporation shall not be liable to any seller, underwriter, participating Person, or controlling Person in any such case if any such liability arises out of or are caused by is based upon any such alleged untrue statement or alleged omission included made in such registration statement, preliminary or omitted final prospectus, or amendment or supplement thereto (i) in reliance upon and in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly specifically for use therein; providedin such registration statement, howeverpreliminary or final prospectus or amendment or supplement thereto, or (ii) based on the authority of an "expert" within the meaning of that term as defined in the Securities Act (but only if the Corporation had no reasonable ground to believe, and did not believe, that the foregoing indemnity agreement with respect statements made on the authority of such expert were untrue or that there was an omission to any preliminary prospectuses or Issuer Free Writing Prospectuses state a material fact). The Corporation shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact be required to be stated therein in order to make the statements therein not misleading, indemnify any Person against any liability arising from (bi) such any untrue or misleading statement or omission of a material fact was contained in any preliminary prospectus if such deficiency is corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary the final prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance (ii) for any liability which arises out of the Initial Sale Time such that failure of any Person to deliver a prospectus as required by the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as Securities Act. The indemnity provided for in clause (cthis Section 2.6(a) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect for the period of limitations imposed under California law, regardless of any investigation made by or on behalf of any Holder such seller, underwriter, participating Person or any indemnified party controlling Person and shall survive the transfer of Registrable Securities such securities by any Holdersuch seller.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmlessIn the event any Registrable Securities are included in a registration statement under this Agreement, to the fullest extent permitted by law, the Corporation will, and hereby does, indemnify and hold harmless Xxxxxxxxx and each HolderInvestor, its respective directors and officers, each other Person who participates as an underwriter in the trustees offering or sale of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personssuch Securities and each other Person, if any, who Control any of them, controls Xxxxxxxxx and each Investor or any such underwriter within the meaning of their respective Representatives (eachthe Securities Act, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesdamages or liabilities, joint or several several, to which Xxxxxxxxx and each Investor or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as and the Corporation will reimburse Xxxxxxxxx and each Investor and each such Losses arise director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Corporation 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 are caused by any such is based upon an untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Corporation in writing by such Indemnitee Xxxxxxxxx or any Investor, and provided further that the Corporation shall not be liable to any Person acting on behalf who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, 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 such Indemnitee expressly for use therein; providedPerson's failure to send or give a copy of the final prospectus, however, that as the foregoing indemnity agreement with respect same may be then supplemented or amended to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the time written confirmation of the sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) if such untrue statement or omission of a material fact was corrected in a preliminary such final prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could delivery would have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisemitigated liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder the Investors or any indemnified party such director, officer, underwriter or controlling person and shall survive the transfer of Registrable such Securities by any Holdersuch seller.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmless, to the fullest full extent permitted by law, each HolderGSCP (for purposes of this Section 3, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (each, an a “IndemniteeSelling Shareholder”), from its officers, directors, employees and representatives and each person who controls (within the meaning of the Securities Act) such Selling Shareholder against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) arising out of or expenses caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement, prospectus, preliminary prospectus, “free writing” prospectus or any related prospectus supplement thereto or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are the same may be caused by or contained in any such untrue statement or omission included or omitted in conformity with information furnished in writing to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly Selling Shareholder for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses Corporation shall not inure be liable in any such case to the benefit 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 Indemnitee preliminary prospectus if (A) such Selling Shareholder failed to deliver or cause to be delivered a copy of the prospectus to the Person asserting any Losses against such Indemnitee purchased Registrable Securities loss, claim, damage, liability or expense after the Corporation has furnished such Selling Shareholder with a sufficient number of copies of the same and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”B) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein completely corrected in a material fact required to be stated therein in order to make the statements therein not misleading, (b) timely manner such untrue statement or omission; and provided, further, that the Corporation 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 of a material fact was or alleged omission in the prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in a preliminary an amendment or supplement to the prospectus or, where permitted by law, Issuer Free Writing Prospectus and the Selling Shareholder thereafter fails to deliver such corrected preliminary prospectus as so amended or Issuer Free Writing Prospectus was provided supplemented prior to such Holder a reasonable amount of time in advance or concurrently with the sale of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior securities to the Initial Sale TimePerson asserting such loss, claim, damage, liability or expense after the Corporation had furnished such Selling Shareholder with a sufficient number of copies of the same. The Corporation 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 (cwithin the meaning of the Securities Act) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person same extent as provided for in clause (c) above. This indemnity shall be in addition above with respect to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless indemnification of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any HolderSelling Shareholder, if requested.

Indemnification by the Corporation. The Corporation agrees to shall indemnify and hold harmlessharmless the Investor and Xxxxxx Xxxxx, to which facilitates the fullest extent permitted by law, each Holder, the trustees disposition of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of themWarrant Shares, and each of their respective Representatives officers and directors and each Person who controls the Investor or Xxxxxx Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, each such Person being sometimes hereinafter referred to as an “IndemniteeIndemnified Person”), ) from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesdamages or liabilities, joint or several several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions in respect thereof) (“Losses”) arising arise out of or caused by any are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by any an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the case of the prospectus, in light of the circumstances in which they were madetherein, not misleading, except insofar as such Losses or arise out of or are caused by any such based upon an untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an alleged untrue statement of a material fact contained in any Prospectus or omits an omission or alleged omission to state therein a material fact required to be stated therein in order or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and the Corporation hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Corporation shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (bi) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Corporation by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 9(e), the use by the Indemnified Person of an outdated or defective Prospectus after the Corporation has provided to such Indemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided alleged omission giving rise to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus loss, claim, damage or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holderliability.

Indemnification by the Corporation. The In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation agrees to will indemnify and hold harmlessharmless each Holder participating in the registration, to the fullest extent permitted by lawits directors, stockholders, officers and partners and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsunderwriter involved in such registration and each other person, if any, who Control any controls each selling Holder or underwriter within the meaning of them, and each of their respective Representatives (each, an “Indemnitee”), from and the Securities Act or the Exchange Act against any and all losses, penalties, judgments, suits, costs, claims, damages, damages or liabilities and expenses(or actions in respect thereof), joint or several several, to which each selling Holder or its officers, directors, stockholders or partners or underwriter or controlling person may become subject insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions in respect thereof) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in such Registration Statement, or any related prospectus amendment or Issuer Free Writing Prospectus relating supplement to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto)such Registration Statement, or arising arise out of or caused by any 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar and will reimburse such selling Holder, its officers, directors, stockholders and partners and such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by any of them as they are incurred in connection with investigating or defending any such Losses arise loss, claim, damage, liability or action; provided, however, that the Corporation will not be liable to any selling Holder or its officers, directors, stockholders or partners or controlling persons in any such case to the extent that any such loss, claim, damage or liability arises out of or are caused by is based upon any such untrue statement or omission included made in such Registration Statement, preliminary prospectus or omitted final prospectus, or any such amendment or supplement thereto, (i) in reliance upon and in conformity with information furnished to the Corporation Corporation, in writing writing, by such Indemnitee or any Person acting on behalf of such Indemnitee expressly selling Holder or its officers, directors, stockholders or partners or controlling persons, specifically for use therein; provided, however, that in the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit preparation of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the Registration Statement, 12 13 Medsxxx.xxx, Xxc. Rights Agreement preliminary prospectus or Issuer Free Writing Prospectus final prospectus or amendment or supplement thereto, or (as it existed prior to the Initial Sale Timeii) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) where such untrue statement or omission of a material fact or alleged untrue statement or omission (A) was corrected in a preliminary subsequent final prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time delivered in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior sufficient number to the Initial Sale Timeselling Holder pursuant to Section 10(a)(v) hereof and with sufficient time to permit distribution by such selling Holder, (cB) such corrected preliminary prospectus or Issuer Free Writing Prospectus selling Holder failed to so distribute such subsequent final prospectus, and (excluding any document then incorporated or deemed incorporated therein by referenceC) was not conveyed to such Person at or prior to the Initial Sale Time and (d) extent such Losses distribution would not have occurred had avoided the corrected preliminary prospectus applicable loss, claim, damage, liability or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holderaction.

Indemnification by the Corporation. The Corporation agrees to shall indemnify and hold harmlessharmless the Holders, to the fullest extent permitted by law, and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsperson, if any, who Control controls any such Holders within the meaning of them, and each Section 15 of their respective Representatives (each, an “Indemnitee”)the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage, liability or expense whatsoever as incurred (including but not limited to reasonable attorneys’ fees and any and all lossesexpenses whatsoever incurred in investigating, penaltiespreparing or defending against any litigation, judgmentscommenced or threatened, suitsor any claim whatsoever, costs, claims, damages, liabilities and expensesany and all amounts paid in settlement of any claim or litigation), joint or several several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as any such loss, claim, damage, liability or expense (including reasonable costs of investigation and legal expensesor action in respect thereof) (“Losses”) arising arises out of of, or caused by is based upon, any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or any registration statement described herein amendment thereto or any related preliminary prospectus or Issuer Free Writing the Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto)amendment thereto of supplement thereof, or arising arises out of of, or caused by any is based upon, the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein in the case of the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are caused by any such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect Corporation shall not be liable to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure such indemnified party in any such case to the benefit of extent that any such Indemnitee if the Person asserting loss, claim, damage, liability or expense arises out of, or is based upon, any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Corporation by or on behalf of such indemnified party specifically for use therein; and provided further, however, that the Corporation shall not be liable to any such indemnified party in any such case to the extent that such loss, claim, damage, liability or expense arises from an offer or sale by the Holders of Registrable Securities during a material fact was corrected in Suspension Period, if such indemnified party received from the Corporation a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance notice of the Initial Sale Time commencement of such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person Suspension Period prior to the Initial Sale Time, (c) making of such corrected preliminary prospectus offer or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) abovesale. This The foregoing indemnity shall be agreement is in addition to any liability that the Corporation may otherwise have to any indemnified party. The Corporation shall not be liable under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless Section 5(a) for any settlement of any investigation made by or on behalf action effected without its written consent, which shall not be unreasonably withheld, provided, however, that with respect to actions pursuant to clauses (1), (2) and (3) of any Holder or any indemnified party and Section 5(c), no such consent shall survive the transfer of Registrable Securities by any Holderbe required.

Indemnification by the Corporation. The Corporation agrees to will indemnify and hold harmlessharmless each Investor and its officers, to the fullest extent permitted by lawdirectors, members, employees and agents, successors and assigns, and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsother person, if any, who Control any controls such Investor within the meaning of themthe 1933 Act, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesdamages or liabilities, joint or several several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions in respect thereof) (“Losses”) arising arise out of or caused by are based upon: (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein Registration Statement, any preliminary prospectus or Prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto)supplement thereof, or arising out of or caused by any 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 the prospectustherein, in light of the circumstances in under which they were made, not misleading, except insofar as such Losses arise out ; (ii) any blue sky application or other document executed by the Corporation specifically for that purpose or based upon written information furnished by the Corporation filed in any state or other jurisdiction in order to qualify any or all of or are caused by the Registrable Securities under the securities laws thereof (any such untrue statement application, document or omission included information herein called a “Blue Sky Application”); (iii) any violation by the Corporation of any rule or omitted in conformity with information furnished regulation promulgated under the 1933 Act applicable to the Corporation and relating to action or inaction required of the Corporation in connection with such registration; or (iv) any failure to register or qualify the Registrable Securities included in any such Registration in any state where the Corporation or its agents has affirmatively undertaken or agreed in writing that the Corporation will undertake such registration or qualification on an Investor’s behalf (the undertaking of any underwriter chosen by the Corporation being attributed to the Corporation) and will reimburse such Indemnitee Investor, and each such officer, director or member and each such controlling person for any Person acting on behalf of legal or other expenses reasonably incurred by them in connection with investigating or defending any such Indemnitee expressly for use thereinloss, claim, damage, liability or action; provided, however, that the foregoing indemnity agreement with respect to Corporation will not be liable in any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure such case if and to the benefit extent that any such loss, claim, damage or liability arises out of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains is based upon an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such alleged untrue statement or omission of a material fact was corrected or alleged omission so made in a preliminary prospectus or, where permitted conformity with information furnished by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Investor or any indemnified party and shall survive the transfer of Registrable Securities by any Holder.such controlling

Indemnification by the Corporation. The In the case of each offering of Registrable Securities made pursuant to this Agreement, the Corporation agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Holder, the trustees each underwriter of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, PersonsSecurities so offered and each Person, if any, who Control controls (within the meaning set forth in the Securities Act) any of themthe foregoing Persons, the Affiliates of each of the foregoing, and the officers, directors, partners, employees and agents of each of their respective Representatives (eachthe foregoing, an “Indemnitee”), from and against any and all losses, penaltiesliabilities, judgmentscosts (including reasonable attorney’s fees and disbursements), suitsclaims and damages, joint or several, to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claimsclaims and damages (or actions or proceedings in respect thereof, damages, liabilities and expenses, joint whether or several (including reasonable costs of investigation and legal expensesnot such indemnified Person is a party thereto) (“Losses”) arising arise out of or caused by are based upon any untrue statement by the Corporation or alleged untrue statement by the Corporation of a material fact contained in any the registration statement described herein (or in any related preliminary, final or summary prospectus included therein) or Issuer Free Writing Prospectus in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities (as amended or supplemented if prepared by the Corporation shall have furnished any amendments or supplements thereto)at its direction, or arising out of any amendment thereof or caused supplement thereto, or in any document incorporated by reference therein, or any omission by the Corporation or alleged omission by the Corporation to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the a prospectus or preliminary prospectus, in light of the circumstances in under which they were made, ) not misleading, except insofar as such Losses arise out of or are caused by any such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect Corporation shall not be liable to any preliminary prospectuses or Issuer Free Writing Prospectuses Person in any such case (x) for amounts paid in settlement of any litigation if such settlement is effected without the consent of the Corporation, which consent shall not inure be unreasonably withheld, (y) to the benefit extent that any such loss, liability, cost, claim or damage arises out of or relates to any untrue statement or alleged untrue statement, or any omission, if such statement or omission shall have been made in reliance upon and in conformity with information relating to such Person furnished in writing to the Corporation by or on behalf of such Indemnitee if Person expressly for inclusion in the Person asserting registration statement (or in any Losses against such Indemnitee purchased Registrable Securities and preliminary, final or summary prospectus included therein), offering memorandum or other offering document, or any amendment thereof or supplement thereto or (az) prior to where the time of sale of loss, liability, cost, claim, damage or expense resulted from the fact that the Selling Holder sold Registrable Securities to a person to whom there was not sent or given, at such Person (time as requires under applicable law, a copy of the “Initial Sale Time”) registration statement on which such Registrable Securities were registered and the prospectus included therein, as amended or supplemented, and the Corporation shall have notified the respective previously and timely furnished sufficient copies of such registration statement or prospectus, as so amended or supplemented, to such Selling Holder that the preliminary prospectus in accordance with this Agreement and such registration statement or Issuer Free Writing Prospectus (prospectus, as it existed prior to the Initial Sale Time) contains an untrue statement of material fact so amended or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleadingsupplemented, (b) would have corrected such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisefact. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder such Person, Selling Holder, or any indemnified party underwriter and shall survive the transfer of Registrable Securities by any Holdersuch securities.

Indemnification by the Corporation. The Corporation agrees to shall, and it hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each HolderStockholder, the trustees of any Holderits respective officers, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securitiesdirectors, Personspartners, if anymembers, who Control any of themmanagers, stockholders and employees and each Person who controls (within the meaning of their respective Representatives (each, an “Indemnitee”), the Securities Act or the Exchange Act) such Persons from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and reasonable legal expensesexpenses or other reasonable expenses actually incurred thereby in connection with investigating or defending any claim or proceeding resulting therefrom) (each, a “Loss” and collectively “Losses”) arising out of or caused by based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any related prospectus amendment thereof or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended supplement thereto or supplemented if any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Corporation shall have furnished or any amendments or supplements thereto)of its subsidiaries including any report and other document filed under the Exchange Act, or arising out of or caused by (ii) 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 the prospectusa Prospectus or preliminary Prospectus, in light of the circumstances in under which they were made, ) not misleading; provided, except insofar as such Losses arise out that a Stockholder shall not be entitled to indemnification pursuant to this Section 8(a) in respect of or are caused by any such untrue statement or omission included or omitted contained in conformity with any information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure Stockholder to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) Corporation specifically for inclusion in a Registration Statement that has not been corrected in a subsequent writing prior to the time of sale of the Registrable Securities to such the Person asserting the claim or (the “Initial Sale Time”iii) any violation or alleged violation by the Corporation shall have notified (or any of its agents or Affiliates) of the respective Holder that Securities Act, the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to Exchange Act, any state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by securities law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of any rule or regulation promulgated under the Initial Sale Time such that Securities Act, the corrected preliminary prospectus Exchange Act, or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) abovestate securities law. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisehave. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder or any indemnified party and shall survive the transfer Transfer of Registrable Securities such securities by any HolderStockholder. The Corporation shall 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 and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmless, to the fullest full extent permitted by law, each HolderSelling Shareholder, its directors, officers, employees and agents (and the directors, officers, employees and agents thereof) and each other person or entity who controls the Selling Shareholder within the meaning of the Securities Act (collectively, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, "Selling Shareholder Indemnitees" and each of their respective Representatives (each, an “individually a "Selling Shareholder Indemnitee”), from and ") against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs fees of investigation counsel and legal expenses) any amounts paid in settlement effected with the Corporation's consent, which consent shall not be unreasonably withheld), to which any such Selling Shareholder Indemnitee may become subject under the Securities Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (“Losses”) arising out of or actions or proceedings, whether commenced or threatened, in respect thereof), are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein or any related prospectus or Issuer Free Writing Prospectus relating to the in which such Qualified Registrable Securities (as amended were included or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are caused by (ii) any such untrue statement or omission included alleged untrue statement of a material fact contained in any preliminary, final or omitted in conformity summary prospectus, together with information furnished to the Corporation in writing documents incorporated by such Indemnitee reference therein (as amended or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee supplemented if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified filed with the respective Holder that Commission any amendment or supplement), or the preliminary prospectus omission or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or (biii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action of or inaction by the Corporation in connection with any registration statement; and in each case the Corporation will reimburse each Selling Shareholder Indemnitee for any reasonable legal or any other expenses incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, that the Corporation shall not be liable to any such Selling Shareholder Indemnitee in any case to the extent that any loss, claim, damage, liability or expense (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the registration statement or amendment or supplement or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Corporation by or on behalf of any Selling Shareholder relating to a Selling Shareholder for use in the preparation thereof; and provided further that the Corporation shall not be liable to any Selling Shareholder Indemnitee with respect to any preliminary prospectus to the extent that any loss, claim, damage, liability or expense of the Selling Shareholder Indemnitee results from the fact that a Selling Shareholder sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of the sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Corporation has previously furnished copies thereof to the Selling Shareholder in compliance with Section 3 of this Agreement and the loss, claim, damage, liability or expense of the Selling Shareholder Indemnitee results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in a preliminary the prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary (or the prospectus as amended or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisesupplemented). Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party Selling Shareholder and shall survive the transfer of Registrable Securities such securities by any HolderSelling Shareholder.

Indemnification by the Corporation. The In connection with any Demand Registration and Piggy-Back Registration, the Corporation agrees to will indemnify and hold harmless, to harmless the fullest extent permitted by law, each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, its Affiliates and each of their respective Representatives partners, directors, officers, employees and agents and each Person who participates as an underwriter in the offering or sale of the Registrable Securities in connection with a Demand Registration or a Piggy-Back Registration, their respective directors, officers, employees and agents and each person who controls such underwriter (each, an “Indemnitee”within the meaning of Securities Laws), from and against any loss (excluding loss of profits), liability, claim, damage and all lossesexpense whatsoever, penaltiesincluding any amounts paid in settlement of any investigation, judgmentsorder, suitslitigation, costs, claims, damages, liabilities and expensesproceeding or claim, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) several, as incurred, arising out of or caused by based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Prospectus, or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements amendment thereto), including all documents incorporated therein by reference, or arising out of or caused by any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein in the case of the prospectustherein, in light of the circumstances in under which they were made, not misleadingmisleading or as incurred, except insofar as such Losses arise arising out of or are caused based upon any failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holder or the underwriter or underwriters); provided that the Corporation will not be liable under this Section 3.2 for any such settlement of any action effected without its written consent, which consent will not be unreasonably withheld or delayed; provided further that the indemnity provided for in this Section 3.2 will not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission included or omitted alleged untrue statement or omission (i) made in reliance upon and in conformity with written information furnished to the Corporation by the Holder in writing expressly stating that such information is being provided by such Indemnitee the Holder for use in the Prospectus (or any Person acting on behalf amendment thereto) or (ii) contained in any Prospectus if the Holder failed to send or deliver a copy of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect Prospectus (or any amendment or supplement thereto) to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) losses, liabilities, claims, damages or expenses on or prior to the time delivery of written confirmation of any sale of the Registrable Securities securities covered thereby to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing in any case where such Prospectus (as it existed prior to the Initial Sale Timeor any amendment or supplement thereto) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) corrected such untrue statement or omission omission. Any amounts advanced by the Corporation to an Indemnified Party pursuant to this Section 3.2 as a result of such losses will be returned to the Corporation if it is finally determined by such a material fact was corrected court in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and judgment not subject to appeal or final review that such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) Indemnified Party was not conveyed entitled to such Person at or prior to indemnification by the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any HolderCorporation.

Indemnification by the Corporation. The Corporation agrees to will, and hereby does indemnify and hold harmless, with respect to any registration statement filed by it that covers Selling Shareholder's Qualified Registrable Securities, to the fullest full extent permitted by law, Selling Shareholder, its officers, directors, employees and agents (and the directors, officers, employees and agents thereof) and each Holderother person or entity who controls Selling Shareholder within the meaning of the Securities Act (collectively, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, "Selling Shareholder Indemnitees" and each of their respective Representatives (each, an “individually a "Selling Shareholder Indemnitee”), from and ") against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs fees of investigation counsel and legal expenses) any amounts paid in settlement effected with the Corporation's consent, which consent shall not be unreasonably withheld), to which any such Selling Shareholder Indemnitee may become subject under the Securities Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (“Losses”) arising out of or actions or proceedings, whether commenced or threatened, in respect thereof), are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein or any related prospectus or Issuer Free Writing Prospectus relating to the in which such Qualified Registrable Securities (were included as amended contemplated hereby or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are caused by (ii) any such untrue statement or omission included alleged untrue statement of a material fact contained in any preliminary, final or omitted in conformity summary prospectus, together with information furnished to the Corporation in writing documents incorporated by such Indemnitee reference therein (as amended or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee supplemented if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified filed with the respective Holder that Commission any amendment thereof or supplement thereto), or the preliminary prospectus omission or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or (biii) any violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation and relating to action of or inaction by the Corporation in connection with any such registration; and in each such case the Corporation will reimburse each such Selling Shareholder Indemnitee for any reasonable legal or any other expenses incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, that the Corporation shall not be liable to any such Selling Shareholder Indemnitee in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment thereof or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Corporation by or on behalf of Selling Shareholder relating to Selling Shareholder for use in the preparation thereof; and provided further that the Corporation shall not be liable to any such Selling Shareholder Indemnitee with respect to any preliminary prospectus to the extent that any such loss, claim, damage, liability or expense of Selling Shareholder Indemnitee results from the fact that Selling Shareholder sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Corporation has previously furnished copies thereof to Selling Shareholder in compliance with Section 3 of this Agreement and the loss, claim, damage, liability or expense of such Selling Shareholder Indemnitee results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in a preliminary the prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary (or the prospectus as amended or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisesupplemented). Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party Selling Shareholder and shall survive the transfer of Registrable Securities such securities by any HolderSelling Shareholder.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Persons, if any, who Control any of them, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) arising out of or caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as such Losses arise out of or are caused by any such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; , provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holder.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities of the Corporation agrees under the Securities Act pursuant to Section 2.1 or 2.2, the Corporation will, and hereby does, indemnify and hold harmless, to the fullest extent permitted by laweach Investor, its directors and officers, any underwriter and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsother Person, if any, who Control controls any of themInvestor or any such underwriter, and each of their respective Representatives (each, an “Indemnitee”), from and "Indemnified Party") against any and all losses, penalties, judgments, suits, costs, claims, damagesdamages or liabilities, to which any Indemnified Party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto)contained therein, or arising out of or caused by any omission or alleged omission omissions to state therein a material fact required to be stated therein or necessary to make the statements therein in the case of the prospectus, in light of the circumstances in which they were made, made not misleading, except insofar as and the Corporation will reimburse each Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses arise loss, claim or liability or action or proceeding in respect thereof; provided that the Corporation shall not be liable in any such case to an Indemnified Party to the extent that any such loss, claim, damage, liability or expense arises out of or are caused by any such is based upon an untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement or any such prospectus, in reliance upon and in conformity with written information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly Indemnified Party, specifically stating that it is for use thereinin the preparation thereof; and provided, howeverfurther, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses Corporation shall not inure be liable in any case to the benefit extent that such loss, claim, damage, liability or expense arises out of an untrue or alleged untrue statement or omission or alleged omission in a prospectus, if such Indemnitee if statement or omission is corrected in an amendment or supplement to the Person asserting any Losses against prospectus and the Investor thereafter fails to deliver such Indemnitee purchased Registrable Securities and (a) prospectus as amended or supplemented prior to or concurrently with the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwiseSecurities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party Indemnified Party and shall survive the transfer of Registrable Securities such securities by any Holderthe Investor.

Indemnification by the Corporation. The In the event of any registration of any of the Corporation's securities under the Securities Act pursuant to Section 2.1, the Corporation agrees to shall indemnify and hold harmless, harmless each of the following parties as described in this Agreement: (i) the seller of such securities; (ii) each underwriter (as defined in the Securities Act) who makes an underwriting agreement with the Corporation or Holders pursuant to the fullest extent permitted by law, foregoing terms of this Agreement; (iii) each Holder, other Person who is a partner or affiliate or agent of such seller and who participates in the trustees offering of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personssuch securities; and (iv) each other Person, if any, who Control any controls (within the meaning of themthe Securities Act) such seller, and each of their respective Representatives (each, an “Indemnitee”), from and underwriter or participating Person against any and all losses, penalties, judgments, suits, costs, claims, damages, damages or liabilities and expenses(collectively the "liability"), joint or several several, to which such seller, underwriter, participating Person or controlling Person may become subject under the Securities Act or any other statute or at common law, if such liability (including reasonable costs of investigation and legal expensesor action in respect thereof) (“Losses”) arising arises out of or caused by is based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by (ii) 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 the prospectus, in light of the circumstances in which they were made, not misleading. Except as otherwise provided in paragraph (d) of this Section 2.4, except insofar as the Corporation shall reimburse each such Losses arise seller, underwriter, participating Person or such controlling Person in connection with defending any such liability. Notwithstanding anything to the contrary herein, however, the Corporation shall not be liable to any seller, underwriter, participating Person, or controlling Person in any such case if any such liability arises out of or are caused by is based upon any such alleged untrue statement or alleged omission included made in such registration statement, preliminary or omitted final prospectus, or amendment or supplement thereto (i) in reliance upon and in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly specifically for use therein; providedin such registration statement, howeverpreliminary or final prospectus or amendment or supplement thereto, or (ii) based on the authority of an "expert" within the meaning of that term as defined in the Securities Act (but only if the Corporation had no reasonable ground to believe, and did not believe, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holder.339\GUM-TECH\REGISTER

Indemnification by the Corporation. The In the event of any registration of any securities of the Corporation agrees under the 1933 Act pursuant to subsection (b) or (c) of this Section, the Corporation will, and hereby does, indemnify and hold harmlessharmless each Purchaser, to the fullest extent permitted by lawits directors, officers and agents and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personsother Person, if any, who Control any controls such Purchaser within the meaning of themparagraph 15 of the 1933 Act (Purchaser and such other Persons, and each of their respective Representatives (eachcollectively, an “IndemniteePurchaser Covered Persons”), from and against any and all out-of-pocket losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several expenses (including reasonable costs of investigation attorneys’ fees and legal expenses) actually incurred by such Purchaser Covered Person under the 1933 Act, common law or otherwise (collectively, “LossesDamages”), to the extent that such Damages (or actions or proceedings in respect thereof) arising arise out of or caused by result from (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement under which such securities were registered under the 1933 Act or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto), or arising out of or caused by 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 the prospectustherein, in light of the circumstances in under which they were made, not misleading, except insofar as such Losses arise out of or are caused by (ii) any such untrue statement or omission included or omitted alleged untrue statement of a material fact contained in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses Prospectus, together with the documents incorporated by reference therein (as amended or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee supplemented if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified filed with the respective Holder that the preliminary prospectus SEC any amendment thereof or Issuer Free Writing Prospectus (as it existed supplement thereto), if used prior to the Initial Sale Time) contains an untrue statement effective date of material fact such Registration Statement, or omits contained in the Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Corporation shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Corporation shall not be liable to any Purchaser Covered Person in any such case to the extent that any such Damage (bor action or proceeding in respect thereof) such arises out of or relates to any untrue statement or alleged untrue statement or omission of a material fact was corrected or alleged omission made in a preliminary prospectus orsuch Registration Statement or amendment thereof or supplement thereto or in any such preliminary, where permitted by law, Issuer Free Writing final or summary Prospectus in reliance upon and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior conformity with written information furnished to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive such Purchaser Covered Person, specifically for use in the transfer of Registrable Securities by any Holderpreparation thereof.

Indemnification by the Corporation. The In the event of the registration of any Registrable Securities under the Securities Act pursuant to the provisions hereof, the Corporation agrees to indemnify and hold harmlesswill, to the fullest extent permitted by law, indemnify and hold harmless each Holder, any underwriter (as defined in the trustees of any Holder, the investment manager or managers acting on behalf of any Securities Act) for such Holder with respect to the Registrable Securities, Personsand each person, if any, who Control any controls such Holder within the meaning of them, and either Section 15 of the Securities Act or Section 20 of the Exchange Act (each of their respective Representatives (each, such person being hereinafter sometimes referred to as an “Indemniteeindemnified person”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and or expenses, joint or several several, to which such indemnified person may become subject under the Securities Act, the Exchange Act, state securities laws and Blue Sky laws or otherwise, insofar as such losses, claims, damages, liabilities or expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) (“Losses”) arising arise out of or caused by any are based upon (i) any, untrue statement or alleged untrue statement of a any material fact contained or incorporated by reference in any registration statement described herein or prospectus or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended supplement thereto or supplemented if the Corporation shall have furnished in any amendments or supplements thereto)preliminary prospectus, or arising out of any document incorporated by reference therein, or caused by any (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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar or (iii) any violation of the Securities Act, the Exchange Act, any “blue sky” or other state securities laws or any regulation promulgated thereunder and the Corporation will reimburse each such indemnified person for any legal or any other expenses reasonably incurred by such indemnified person in connection with investigating or defending any such loss, claim, damage, liability or action as such Losses arise out of or expenses are caused by any such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use thereinincurred; provided, however, that the foregoing indemnity agreement Corporation will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made or incorporated by reference in the registration statement, prospectus, amendment, supplement or in reliance upon and in conformity with written information furnished to the Corporation by such indemnified person stating specifically that it is for use in preparation thereof; and provided, further, that the Corporation shall have no obligation hereunder nor any liability with respect to any preliminary prospectuses settlement of any action or Issuer Free Writing Prospectuses proceeding effected without its written consent, which consent shall not inure be unreasonably withheld, delayed or conditioned, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Corporation agrees to the benefit indemnify and hold harmless such indemnified parties from and against any loss or liability by reason of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus settlement or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisejudgment. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any such indemnified party person and shall survive the transfer of such Registrable Securities by any Holdersuch seller.

Indemnification by the Corporation. The Corporation agrees to indemnify and hold harmless, harmless to the fullest extent permitted by lawlaw each Holder whose Registrable Shares are covered by a Registration Statement, its officers, directors, partners and managing members and each Holder, the trustees of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, PersonsPerson, if any, who Control any controls such Holder within the meaning of them, and each Section 15 of their respective Representatives (each, an “Indemnitee”)the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities liabilities, and expenses, joint or several any action or proceeding in respect thereof (including reasonable costs of investigation each, a “Liability” and legal expenses) (collectively, “LossesLiabilities”) ), as incurred, arising out of or caused by based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any registration statement described herein prospectus relating to such Registrable Shares (or in any related prospectus amendment or Issuer supplement thereto), any Free Writing Prospectus relating or other document (including any related Registration Statement, notification, or the like) incident to the Registrable Securities (as amended any such registration, qualification or supplemented if the Corporation shall have furnished any amendments or supplements thereto)compliance, or arising out of or caused by 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 such Liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Corporation by such Holder or on such Holder’s behalf, in either such case expressly for use therein; provided, that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any prospectus, the indemnity agreement contained in this paragraph shall not apply to the extent that any such Liability results from (a) the fact that a current copy of the prospectus was not sent or given to the Person asserting any such Liability at or prior to the written confirmation of the sale of the Registrable Shares concerned to such Person if it is determined that the Corporation has provided such prospectus and it was the responsibility of such Holder or its agents to provide such Person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Liability, (b) the use of any prospectus by or on behalf of any Holder after the Corporation has notified such Person in writing (i) pursuant to Section 3.01(k) that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus, in light of the circumstances in under which they were made, not misleading, except insofar as such Losses arise out of or are caused (ii) pursuant to Section 2.05 that a stop order has been issued by any such untrue statement or omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement SEC with respect to any preliminary prospectuses the Registration Statement, or Issuer Free Writing Prospectuses shall not inure (iii) pursuant to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (aSection 2.04(a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus an MNPI Disclosure Condition exists or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless use of any investigation made prospectus by or on behalf of any Holder or with respect to any indemnified party and shall survive Registrable Shares after such time as the transfer Corporation’s obligation to keep the Registration Statement effective in respect of such Registrable Securities by any HolderShares has expired.

Indemnification by the Corporation. The Corporation agrees to shall, and it hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each HolderStockholder, the trustees of any Holderits respective officers, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securitiesdirectors, Personspartners, if anymembers, who Control any of themmanagers, stockholders and employees and each Person who controls (within the meaning of their respective Representatives (each, an “Indemnitee”), the Securities Act or the Exchange Act) such Persons from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and reasonable legal expensesexpenses or other reasonable expenses actually incurred thereby in connection with investigating or defending any claim or proceeding resulting therefrom) (each, a “Loss” and collectively “Losses”) arising out of or caused by based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement described herein Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any related prospectus amendment thereof or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended supplement thereto or supplemented if any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Corporation shall have furnished or any amendments or supplements thereto)of its subsidiaries including any report and other document filed under the Exchange Act, or arising out of or caused by (ii) 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 the prospectusa Prospectus or preliminary Prospectus, in light of the circumstances in under which they were made, ) not misleading; provided, except insofar as such Losses arise out that a Stockholder shall not be entitled to indemnification pursuant to this Section 8.1 in respect of or are caused by any such untrue statement or omission included or omitted contained in conformity with any information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure Stockholder to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) Corporation specifically for inclusion in a Registration Statement that has not been corrected in a subsequent writing prior to the time of sale of the Registrable Securities to such the Person asserting the claim or (the “Initial Sale Time”iii) any violation or alleged violation by the Corporation shall have notified (or any of its agents or Affiliates) of the respective Holder that Securities Act, the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to Exchange Act, any state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by securities law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of any rule or regulation promulgated under the Initial Sale Time such that Securities Act, the corrected preliminary prospectus Exchange Act, or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) abovestate securities law. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisehave. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder or any indemnified party and shall survive the transfer Transfer of Registrable Securities such securities by any HolderStockholder. The Corporation shall 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 and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Indemnification by the Corporation. The In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law the Corporation agrees to will, and hereby does, indemnify and hold harmlessharmless each Investor, to the fullest extent permitted by lawits directors and officers, each Holder, other Person who participates as an underwriter in the trustees offering or sale of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, Personssuch Securities and each other Person, if any, who Control controls each Investor or any such underwriter within the meaning of themthe Securities Act, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesdamages or liabilities, joint or several several, to which each Investor or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, not misleading, except insofar as and the Corporation will reimburse the Investors and each such Losses arise director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Corporation 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 are caused by any such is based upon an untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Corporation by any Investors, and provided further that the Corporation shall not be liable to any Person who participates as an underwriter in writing by such Indemnitee the offering or sale of Registrable Securities or any Person acting on behalf other Person, if any, who controls such underwriter within the meaning of the Securities Act, 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 such Indemnitee expressly for use therein; providedPerson's failure to send or give a copy of the final prospectus, howeveras the same may be then supplemented or amended, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the time written confirmation of the sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) if such untrue statement or omission of a material fact was corrected in a preliminary such final prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could delivery would have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwisemitigated liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder the Investors or any indemnified party such director, officer, underwriter or controlling person and shall survive the transfer of Registrable such Securities by any Holdersuch seller.

Indemnification by the Corporation. The In the event of any registration of any Registration Stock under the Securities Act, the Corporation agrees to shall, and hereby does, indemnify and hold harmless, harmless in the case of any registration statement filed pursuant to the fullest extent permitted by lawSection 5, each HolderSubscriber, its directors and officers, each other person who participates as an underwriter in the trustees offering or sale of any Holder, the investment manager or managers acting on behalf of any Holder with respect to the Registrable Securities, PersonsRegistration Shares and each other person, if any, who Control controls such seller or any such underwriter within the meaning of themSection 15 of the Securities Act, and each of their respective Representatives (each, an “Indemnitee”), from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expensesdamages or liabilities, joint or several several, to which the Subscriber or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) (“Losses”) arising arise out of or caused by are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement described herein under which the Registration Stock was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any related prospectus amendment or Issuer Free Writing Prospectus relating to the Registrable Securities (as amended or supplemented if the Corporation shall have furnished any amendments or supplements supplement thereto), or arising out of or caused by 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 the prospectus, in light of the circumstances in which they were made, made not misleading, except insofar as and the Corporation shall reimburse the Subscriber, and each such Losses arise director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Corporation 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 are caused by any such is based upon an untrue statement or alleged untrue statement or omission included or omitted alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of the Subscriber or such Indemnitee expressly underwriter, as the case may be, specifically stating that it is for use thereinin the preparation thereof; provided, however, and provided further that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified not be liable to any Person who participates as an underwriter in the respective Holder that offering or sale of Registration Stock or any other Person, if any, who controls such underwriter within the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior meaning of the Securities Act, in any such case to the Initial Sale Timeextent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) contains or expense arises out of such Persons' failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (b) such alleged untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person alleged omission at or prior to the Initial Sale Time and (d) such Losses would not have occurred had written confirmation of the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed sale of Registration Stock to such Person as provided for person if such statement or omission was corrected in clause (c) above. This indemnity shall be in addition to any liability the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any indemnified party and shall survive the transfer of Registrable Securities by any Holdersuch final prospectus.