Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless each Holder of Registrable Securities and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 10 except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 10 is unavailable to an indemnified party hereunder in respect to any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d). (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The Company shall and the Guarantors, jointly and severally, agree to indemnify and hold harmless the Initial Purchasers, each Holder of Registrable Securities Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an “Underwriter”) and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company and the Guarantors; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company and the Guarantors by such Holder the Holder, Participating Broker-Dealer or its counsel Underwriter expressly for use therein, in a Registration Statement (iior any amendment thereto) the use of or any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(athereto), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its the Guarantors, the Initial Purchasers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Company, the Guarantors, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified but failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereofaction; provided, the indemnifying party shall be entitled however, that counsel to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses (except with the consent of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, in connection with ) also be counsel to the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between . In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, or elects not to, assume without the defense prior written consent of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters settle or (iii) more than one counsel for the Company, in each case in connection with any one action compromise or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to any litigation, or entry into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry on behalf of any judgment or entry into any settlement without the consent of each indemnifying indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company and indemnified party the Guarantors on the one hand and the Holders and the Initial Purchasers each on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Company and indemnified party the Guarantors on the one hand and the Holders and the Initial Purchasers each on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Company and the Guarantors, such indemnifying party the Holders or indemnified party, the Initial Purchasers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Company, the Guarantors, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to For purposes of this Section 10(d) were determined by pro rata allocation 4, each Person, if any, who controls an Initial Purchaser or by any other method Holder within the meaning of allocation that does not take into account Section 15 of the consideration referred 1933 Act or Section 20 of the 1934 Act shall have the same rights to in this Section 10(d). If indemnification is available under this Section 10contribution as such Initial Purchaser or Holder, and each director of the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b)Company and such Guarantor, as the case may be, without regard and each Person, if any, who controls the Company and such Guarantor, as the case may be, within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Initial Purchasers’ respective obligations to contribute pursuant to this Section 4 are several in proportion to the relative fault principal amount of such indemnifying parties or indemnified party or any other equitable consideration provided for Securities set forth opposite their respective names in this Section 10(d)Schedule B to the Purchase Agreement and not joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The If any Registrable Securities are included in a registration statement under this Agreement: 6.1. To the extent permitted by applicable law, the Company shall indemnify and hold harmless each Holder of Registrable Securities and Selling Holder, each underwriter or Agent in any underwritten or agented offering, each Person, if any, who controls such Selling Holder, underwriter or Agent within the meaning of the Securities Act, and each officer, director, partner and employee, of such Selling Holder, underwriter, Agent and such controlling Persons, against any and all losses, claims, damages, liabilities and expenses (joint or several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or prospectus, including any preliminary prospectus or final prospectus or any “issuer free writing prospectus” as such term is defined in Rule 433 under the Securities Act, or any amendments or supplements thereto; or (ii) the omission or alleged omission to state in any such registration statement or prospectus, including any preliminary prospectus or final prospectus or “issuer free writing prospectus”, or any amendments or supplements thereto, a material fact required or allegedly required to be stated therein, or necessary or allegedly necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the indemnification required by this Section 6.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or expense solely to the extent that it arises out of or is based upon (x) a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party for use in connection with such registration, or (y) the failure of any person entitled to indemnification hereunder to deliver or make available to a purchaser of Registrable Securities (to the extent required by law), a copy of any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto (if the same was required by applicable law to be delivered or made available), provided, that the Company shall have timely delivered to the applicable Selling Holder such registration statement, including such preliminary prospectus or final prospectus contained therein and any amendments or supplements thereto. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Selling Holders. 6.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statement, each Person who controls the Company within the meaning of the Securities Act, each underwriter or Agent in any underwritten or agented offering and each Person who controls such underwriter or Agent within the meaning of the Securities Act, and each officer, director, partner and employee of such underwriter or Agent or such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including reasonable attorneys' fees, ’ fees and disbursements and expensesexpenses of investigation, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained ininvestigation, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or necessary to make the statements therein (in case other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of a Prospectus or preliminary Prospectusare based upon any Violation, in the light of the circumstances then existing) not misleading, but only each case solely to the extent that any such untrue statement or omission is made Violation occurs in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Selling Holder or its counsel specifically Representatives or controlling persons expressly for use thereinin connection with such registration; provided, however, that (x) the liability of each Holder hereunder indemnification required by this Section 6.2 shall be limited not apply to the proportion amounts paid in settlement of any such Losses that loss, claim, damage, liability or expense if settlement is equal to effected without the proportion that consent of the net relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) in no event shall the amount of any indemnity under this Section 6.2 exceed the gross proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds applicable offering received by such Holder from the sale of Registrable Securities covered by such Registration StatementSelling Holder. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party 6.3. Promptly after the receipt by such an indemnified party under this Section 6 of any written notice of the commencement of any action, suit, proceeding or proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim indemnification or contribution pursuant under this Section 6, such indemnified party shall deliver to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant a written notice of the commencement thereof and the indemnifying party shall have the right to this Section 10 except participate in, and, to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wishso desires, jointly with any other indemnifying party similarly notifiedgiven notice, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified partythe parties; provided, and after notice from the indemnifying party to such however, that an indemnified party of its election so shall have the right to assume retain separate counsel in any such action, claim or proceeding and to participate in the defense thereof, provided, that the indemnified party shall be responsible for its own fees and disbursements and expenses unless representation of such indemnified party by the counsel retained by the indemnifying party shall not would be liable inappropriate due to such indemnified party for any legal expenses of other counsel actual or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist potential differing interests between the indemnifying party and such indemnified party and any other of party represented by such indemnified parties with respect to counsel in such claim, proceeding (in which event case the indemnifying party shall not be liable for the pay such fees and disbursements and expenses of (i) more than one counsel for all Holders of Registrable Securities who are the indemnified parties, selected by party and shall not have the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory right to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of such action, claim or proceeding on behalf of such indemnified party). The failure to deliver written notice to the indemnifying party within a claim reasonable time following the commencement of any such action, if and only to the extent prejudicial to the indemnifying party, shall not be obligated relieve such indemnifying party of any liability to pay the indemnified party under this Section 6 to the extent of such prejudice. Notwithstanding the foregoing, the indemnified party will have the absolute right to conduct and control, through counsel of its choosing (with the fees and disbursements and expenses to be paid by the indemnifying party) the defense, compromise and settlement of more than one counsel for all parties indemnified by any such action, claim or proceeding if the indemnifying party with respect does not elect to such claimassume control of the defense within thirty (30) days after receiving notice thereof; provided, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event that the indemnifying party shall be obligated permitted to pay participate in the fees defense thereof with its own counsel and expenses of such additional counsel, provided that the at its own expense. No indemnifying party shall be liable to an indemnified party for any settlement of any action, proceeding or claim without the written consent of the indemnifying party, which consent shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified partiesunreasonably withheld, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters conditioned or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsdelayed. No indemnifying party, in defense party shall consent to any settlement of any such action, suit, proceeding or investigation, shall, except with claim without the written consent of each indemnified the indemnifying party, which consent to the entry of any judgment shall not be unreasonably withheld, conditioned or entry into any settlement which delayed, that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a an unconditional release from all liability in respect to of such action, suit, proceeding or investigation to the extent such liability is covered claim or that requires an admission of wrongdoing by the indemnity obligations set forth in this Section 10. No any indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) 6.4. If the indemnification required by this Section 6 from the indemnifying party provided for in this Section 10 is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to any Losses, then the in this Section 6: (i) The indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party parties in connection with the actions which that resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, Violation has been made committed by, or relates to information supplied by, such indemnifying party or indemnified partyparties, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionViolation. The amount paid or payable by a party as a result of the Losses losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 10(c)6.1 and Section 6.2, any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 6.4(i). No Person that is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). 6.5. If indemnification is available under this Section 106, the indemnifying parties shall indemnify each indemnified party to the full extent provided in this Section 10(a) or 10(b), as the case may be, 6 without regard to the relative fault of such indemnifying parties party or indemnified party or any other equitable consideration provided for referred to in Section 6.4. 6.6. The obligations of the Company and the Selling Holders of Registrable Securities under this Section 10(d). (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and 6 shall survive the termination completion of any offering of Registrable Securities pursuant to a registration statement under this Agreement, and otherwise until the expiration of the applicable statute of limitations.

Indemnification; Contribution. (a) The Company shall Co-Issuers and the Guarantors agree jointly and severally to indemnify and hold harmless the Initial Purchasers, each Holder of Registrable Securities Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an “Underwriter”) and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Co-Issuers; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by any indemnified party and, including, without limitation, any stamp taxes in Argentina), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Co-Issuers by such the Holder or its counsel Underwriter expressly for use therein, in a Registration Statement (iior any amendment thereto) the use of or any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(athereto), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the CompanyCo-Issuers, its the Guarantors, the Initial Purchasers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Co-Issuers, a Guarantor, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Co-Issuers by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified but failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereofaction; provided, the indemnifying party shall be entitled however, that counsel to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses (except with the consent of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, in connection with ) also be counsel to the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between . In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the reasonable fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, or elects not to, assume without the defense prior written consent of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters settle or (iii) more than one counsel for the Company, in each case in connection with any one action compromise or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to any litigation, or entry into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry on behalf of any judgment or entry into any settlement without the consent of each indemnifying indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Co-Issuers and indemnified party the Guarantors on the one hand and the Holders and the Initial Purchasers on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Co-Issuers and indemnified party the Guarantors on the one hand and the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Co-Issuers and/or the Guarantors, such indemnifying party the Holders or indemnified party, the Initial Purchasers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Co-Issuers, the Guarantors, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Holders and/or Initial Purchasers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total discount received by it in connection with its purchase of the Securities exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Co-Issuers or any Guarantor, and each Person, if any, who controls the Co-Issuers or any Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Co-Issuers or such Guarantor, as applicable. The parties agree that it would not be just and equitable if contribution Initial Purchasers’ respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to 4 are several in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party proportion to the full extent provided principal amount of Securities set forth opposite their respective names in Section 10(a) or 10(b), as the case may be, without regard Schedule A to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)Purchase Agreement and not joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The Company shall shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities and each PersonSecurities, if any, any Person who controls is a “controlling person” of such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against all any losses, claims, actions, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue-sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as incurred) (collectivelysuch losses, "Losses") incurred by such party pursuant to any actual claims, actions, damages, liabilities or ------ threatened action, suit, proceeding or investigation arising expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained inin or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein, (ii) any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein not misleading or (in iii) any violation or alleged violation by the case of a Prospectus or a preliminary Prospectus, in the light Company of the circumstances then existing) Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability; provided, that the Company shall not misleadingbe so liable in any such case to the extent that any loss, except in each case insofar as such statements claim, action, damage, liability or omissions arise expense arises out of or are is based upon (i) any such untrue statement or alleged untrue statement statement, or omission or alleged omission omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance on upon, and in conformity with with, written information with respect to such Holder prepared and furnished in writing to the Company by such Holder or its counsel Covered Person expressly for use therein, (ii) the use of . This indemnity shall be in addition to any Prospectus after such time as the obligation of liability the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arisemay otherwise have. (b) In connection with any Registration Statement filed pursuant hereto, each registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to be covered thereby the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders)to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents, Affiliates and each Person, if any, shareholders and any Person who controls is a Controlling Person with respect to the Company (within the meaning against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of Section 15 of them may become subject under the Securities Act or Section 20 of Act, the Exchange Act) and all other Holders against all Losses incurred by , any state blue-sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such party pursuant to any actual losses, claims, actions, damages, liabilities or threatened action, suit, proceeding or investigation arising expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained inin the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or (ii) any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectustherein, in the case of any Prospectus, preliminary prospectus, free writing prospectus or any supplement thereto, in light of the circumstances then existing) under which made, not misleading, but but, in the case of each of clauses (i) and (ii), only to the extent that any such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto in reliance on upon, and in conformity with with, written information with respect to such Holder prepared and furnished in writing to the Company by such Holder or its counsel specifically expressly for use therein, and such Holder shall reimburse the Company, its directors and officers, employees, agents, Affiliates and shareholders and any Person who is a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability; provided, however, that the liability of each Holder hereunder obligation to indemnify pursuant to this Section 13(b) shall be limited to the proportion of any such Losses that is individual and several, not joint and several, for each participating Holder and shall not exceed an amount equal to the proportion that the net proceeds from (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities sold to which such Registration Statement or Prospectus relates. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Equity Securities by such Holder under and its Affiliates, (b) the name and address of such Registration Statement bears Holder and any other beneficial owner of such Holder’s Registrable Securities and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to the total net proceeds from the sale of all securities sold thereunder, but not be disclosed in any event such document. This indemnity shall be in addition to exceed the net proceeds received by any liability which such Holder from the sale of Registrable Securities covered by such Registration Statementmay otherwise have. (c) Any Person entitled to indemnification hereunder agrees to shall give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of claim with respect to which it seeks indemnification; provided, that any action, suit, proceeding failure or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant delay to this Agreement, provided that failure to give such notification shall not affect the obligations of so notify the indemnifying party pursuant to this Section 10 shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party shall have been is actually and materially prejudiced as a result by reason of such failurefailure or delay. In case any such a claim or an action shall be that is subject or potentially subject to indemnification hereunder is brought against any an indemnified party and it shall notify the indemnifying party of the commencement thereofparty, the indemnifying party shall be entitled to participate therein andin and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the extent that it shall wishindemnifying party’s expense, jointly with any other indemnifying party similarly notified, to assume the defense thereofof any such claim or action, with counsel reasonably satisfactory acceptable to such the indemnified party; provided, and after notice from the indemnifying party to such that any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its election so to assume the defense thereofown choice, but the indemnifying party shall not be liable obligated to such reimburse the indemnified party for any legal fees, costs and expenses of other counsel or any other expenses, in each case subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party, in connection (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely or (E) the indemnified party has reasonably concluded upon the advice of counsel that there may be one or more legal or equitable defenses available to exist between it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party and such indemnified party and any other of such indemnified parties with respect party. Subject to such claimthe foregoing sentence, in which event the no indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified partiesshall, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one claim or action or separate but substantially similar or related actions. An indemnifying party who is not entitled toactions in the same jurisdiction arising out of the same general circumstances or allegations, or elects not tobe liable for the fees, assume the defense of a claim shall not be obligated to pay the fees costs and expenses of more than one counsel (1) firm of attorneys (in addition to any local counsel) for all parties indemnified by such parties. The indemnifying party with respect shall not have the right to such claim, unless in settle a claim or action for which any indemnified party is entitled to indemnification hereunder without the reasonable judgment consent of any the indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry enter into or agree to any settlement which relating to such claim or action, unless such judgment or settlement does not include impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term thereof the giving by the claimant or plaintiff therein to such indemnified party party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect to of such claim or action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified The indemnifying party shall consent not be liable hereunder for any amount paid or payable or incurred pursuant to entry of or in connection with any judgment entered or entry into any settlement without effected with the consent of each an indemnified party unless the indemnifying partyparty has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification from the indemnifying party provided for in this Section 10 13 is held by a court of competent jurisdiction to be unavailable to to, or unenforceable by, an indemnified party hereunder in respect of any loss, claim, action, damage, liability or expense referred to any Lossesherein, then the applicable indemnifying party, in lieu of indemnifying such indemnified partyparty hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand, and of the indemnified party party, on the other hand, in connection with the actions statements, omissions or violations which resulted in such Lossesloss, claim, action, damage, liability or expense as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such the indemnifying party party, on the one hand, and of the indemnified party party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, such by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities was perpetrated by the indemnifying party or the indemnified party, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement, omission or violation. The amount paid parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or payable by a party as a result of any other method or allocation that does not take into account the Losses equitable considerations referred to above in this Section 13(d). In no event shall the amount which a Holder of Registrable Securities may be deemed obligated to include, subject contribute pursuant to this Section 13(d) exceed an amount equal to the limitations set forth in Section 10(c), any legal or other fees and expenses reasonably incurred net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party in connection with any investigation guilty or proceeding. No Person guilty liable of “fraudulent misrepresentation (misrepresentation” within the meaning of Section 11(f) of the Securities Act) Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d). (e) The provisions of this Section 10 13 shall be remain in addition to full force and effect regardless of any liability which investigation made by or on behalf of any indemnifying indemnified party may have to or any officer, director or Controlling Person of such indemnified party and shall survive the termination Transfer of this Agreementany Registrable Securities by any Holder.

Indemnification; Contribution. (a) The With respect to the Securities, the Company shall agrees to indemnify and hold harmless each Holder of Registrable Securities the Dealer Managers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an “Underwriter”) and each Person, if any, who controls any such Holder (Person within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act with respect to the Securities as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Notes or Transfer Restricted Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such the Holder or its counsel Underwriter expressly for use therein, in a Registration Statement (iior any amendment thereto) the use of or any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(athereto), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its each of the Dealer Managers, each Underwriter, each Participating Broker-Dealer and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Company, each of the Dealer Managers, any Underwriter, any Participating Broker-Dealer or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Transfer Restricted Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified but failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereofaction; provided, the indemnifying party shall be entitled however, that counsel to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each the indemnified party) also be counsel to the indemnified party. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or entry into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry on behalf of any judgment or entry into any settlement without the consent of each indemnifying indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and indemnified party the Holders, Underwriters, Participating Broker-Dealers and the Dealer Managers on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Company on the one hand and indemnified party the Holders, Underwriters, Participating Broker-Dealers and the Dealer Managers on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Company, such indemnifying party the Holders, Underwriters, Participating Broker-Dealers or indemnified party, the Dealer Managers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Company, the Holders, Underwriters, Participating Broker-Dealers and the Dealer Managers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Dealer Managers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Dealer Manager, Holder, Participating Broker-Dealer or Underwriter shall be required to contribute any amount in excess of the amount by which the net proceeds received by such Holder from the sale of the Securities exceeds the amount of any damages which such Dealer Manager, Holder, Participating Broker-Dealer or Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Securities from the sale of the Securities. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls a Dealer Manager, Holder, Participating Broker-Dealer or Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Dealer Manager, Holder, Participating Broker-Dealer or Underwriter and each director of the Company, and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The parties agree that it would not be just and equitable if contribution Dealer Managers’ respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does 4 are several and not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (ai) The To the extent permitted by applicable law, the Company shall indemnify and hold harmless each Holder Holder, and the partners, members, officers, directors, employees, and stockholders of Registrable each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder (or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any and all losses, claims, damages, liabilities and expenses (joint or several), including reasonable attorneys' fees, attorney’s fees and disbursements and expenses, as incurred) reasonable expenses of investigation (collectively, "“Losses") ”), incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Losses arise out of or are based upon any of the following statements or omissions (collectively, a “Violation”): (1) any untrue statement or alleged untrue statement of a material fact contained inin the registration statement, including any preliminary Prospectus or final Prospectus contained therein, or any amendments or supplements thereto; or (2) the omission or alleged omission of to state therein a material fact required to be stated intherein, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectustherein, in the light of the circumstances then existing) under which they were made, not misleading; provided, but only however, that the indemnification required by this Section 2(f)(i) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such Loss to the extent that any such untrue statement it arises out of or omission is made based upon a Violation which occurs in reliance on upon and in conformity with information with respect to such Holder furnished in writing to the Company by such or on behalf of a Holder or its counsel specifically any underwriter expressly for use thereinin connection with such registration; and provided, further, that any indemnification required by this Section 2(f)(i) shall not apply to the extent that any such Loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, included in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given by the Holder or any underwriter to the Person alleging damage at or prior to the confirmation of sale to such Person; and provided, further, that this indemnity shall not apply to the extent that any such Loss is based on an offer or Transfer of Registrable Securities during any period which the Company has notified the Holder that such offers and Transfers must cease under the Agreement, including under Section 2(b), Section 2(c)(ii) or Section 2(c)(v) . (ii) To the extent permitted by applicable law, the Holders (severally and not jointly) shall indemnify and hold harmless the Company, each of the directors of the Company, each of the officers of the Company who shall have signed the Resale Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act, and each officer, director, partner, and employee of such controlling Person, against any and all Losses incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Losses arise out of or are based upon any Violation, in each case to the extent that such Violation arises out of or is based upon information furnished in writing by or on behalf of a Holder expressly for use in connection with such registration, or upon the Holder’s failure to properly and timely deliver an “official” Prospectus, or upon the Holder’s use of a written or oral prospectus other than the “official” Prospectus; provided, however, that the liability of each Holder hereunder any indemnification required by this Section 2(f)(ii) shall be limited not apply to the proportion amounts paid in settlement of any such Losses that Loss if such settlement is equal to effected without the proportion that consent of the net Holders (which consent shall not be unreasonably withheld) and in no event shall the amount of any indemnity obligation under this Section 2(f)(ii) exceed the gross proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds applicable offering received by such Holder from the sale of Registrable Securities covered by such Registration StatementHolders. (ciii) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party Promptly after the receipt by such an indemnified party under this Section 2(f) of any written notice of the commencement of any action, suit, proceeding or proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim indemnification or contribution pursuant under this Section 2(f), such indemnified party shall deliver to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant a written notice thereof and the indemnifying party shall have the right to this Section 10 except participate in, and, to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wishso desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses (in each case, to the extent reasonable) to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2(f) to the extent, but only to the extent, of such prejudice but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 2(f). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and after notice such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party to and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of its election so to assume the defense thereofindemnifying party, the indemnifying party shall not be liable have the right to assume the defense of such indemnified party for any legal expenses action, claim or proceeding on behalf of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the defense thereof other same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than reasonable costs one separate firm of investigationattorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of any such indemnified party, based on the written opinion of counsel, party a conflict of interest is likely to may exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claimaction, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters claim or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claimproceeding, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Companyor counsels), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (div) If the indemnification required by this Section 2(f) from the indemnifying party provided for in this Section 10 is unavailable to an indemnified party hereunder in respect of any Losses referred to any Losses, then in this Section 2(f) : (1) the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party parties in connection with the actions which that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, Violation has been made committed by, or relates to information supplied by, such indemnifying party or indemnified partyparties, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionViolation. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 10(c2(f)(i), 2(f)(ii) and 2(f)(iii), any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding; (2) the parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2(f)(iv) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 2(f)(iv)(1). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f11(e) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. . (v) The parties agree that it would not be just obligations of the Company and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). If indemnification is available Holders under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a2(f) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d). (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination completion of any offering of Registrable Securities pursuant to the registration statement under this Agreement, and otherwise.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless indemnify, to the fullest extent permitted by applicable Law, each Holder holder of Registrable Securities Securities, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such Holder holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus 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 any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 to the same extent as herein before provided with respect to the indemnification of the Exchange holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon resulting from any untrue statement or alleged untrue statement of a material fact contained infact, or any omission or alleged omission of a material fact required to be stated in, in the Registration Statement, Prospectus registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of under which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthey were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information with respect to such Holder so concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for use therein; provided, however, provided that the liability of each Holder such holder’s obligations hereunder shall be limited to the proportion of any such Losses that is an amount equal to the proportion that the net proceeds from to such holder of the sale of Registrable Securities sold by pursuant to such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statementregistration statement. (c) Any Person entitled to indemnification hereunder agrees to under the provisions of this Section 3.5 shall (i) give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for claim with respect to which it seeks indemnification and (ii) permit such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 10 except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereofof such claim, with counsel reasonably satisfactory to such the indemnified party; and if such defense is so assumed, and after notice from the such indemnifying party to such shall not enter into any settlement without the consent of the indemnified party of its election so if such settlement attributes liability to assume the defense thereof, the indemnified party and such indemnifying party shall not be liable subject to such indemnified party any liability for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party settlement made without its consent (which shall not be unreasonably withheld); and any other of such indemnified parties underwriting agreement entered into with respect to such claim, in which any registration statement provided for under this Article III shall so provide. In the event the an indemnifying party shall elect not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party with in respect to of such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If for any reason the indemnification from the indemnifying party provided for in this Section 10 foregoing indemnity is unavailable to an indemnified party hereunder in respect to any Lossesunavailable, then the indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such the indemnified party as a result of such Losses losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided. Notwithstanding the foregoing, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale no holder of Registrable Securities sold by shall be required to contribute any amount in excess of the amount such Holder under a Registration Statement bears holder would have been required to the total net proceeds from the sale of all securities sold thereunder, but not in any event pay to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and an indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and if the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in indemnity under Section 10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding3.5(b) were available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution obligation of any Person to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does 3.5 shall be several and not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)joint. (e) The An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 10 shall be in addition 3.5 to any liability which any indemnifying party may have to any or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this AgreementAgreement for any reason.

Indemnification; Contribution. (a) The Company shall Indemnification by Wyndham. Wyndham agrees, jointly and -------------------------- severally, to indemnify and hold harmless each Person who participates as an underwriter (any such Person being an "Underwriter"), each Holder of Registrable Securities and their respective partners, directors, officers and employees and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all losses, liabilities, claims, damages, liabilities judgments and expenses (including reasonable attorneys' fees, disbursements and expenseswhatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 10 except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 10 is unavailable to an indemnified party hereunder in respect to any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission to state therefrom of a material factfact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, has been made byincluding all documents incorporated therein by reference, or relates the omission or alleged omission therefrom of a material fact necessary in order to information supplied bymake the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all losses, liabilities, claims, damages, judgments and expenses whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, or of any other claim whatsoever based upon any such indemnifying party untrue statement or indemnified omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Wyndham; and (iii) against any and all expense whatsoever, as incurred (including fees and disbursements of counsel), incurred in investigating, preparing or defending against any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not such Person is a party, and or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the parties' relative intentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, knowledgehowever, access that this indemnity agreement does not apply to information and opportunity any Holder or Underwriter with respect to correct any loss, liability, claim, damage, judgment or prevent such action. The amount paid expense to the extent arising out of any untrue statement or payable by alleged untrue statement of a party as material fact contained in any Prospectus, or the omission or alleged omission therefrom of a result material fact necessary to make the statements therein, in the light of the Losses referred circumstances under which they were made, not misleading, in any such case made in reliance upon and in conformity with written information furnished to above shall be deemed to include, subject to the limitations set forth in Section 10(c), any legal or other fees and expenses reasonably incurred Wyndham by such indemnified party Holder or Underwriter expressly for use in connection with a Registration Statement (or any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(aamendment thereto) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party any Prospectus (or any other equitable consideration provided for in this Section 10(damendment or supplement thereto). (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless indemnify, to the fullest extent permitted by law, each Holder holder of Registrable Securities Securities, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such Holder holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus 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 any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Company by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 to the same extent as herein before provided with respect to the indemnification of the Exchange holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon resulting from any untrue statement or alleged untrue statement of a material fact contained infact, or any omission or alleged omission of a material fact required to be stated in, in the Registration Statement, Prospectus registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of under which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthey were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information with respect to such Holder so concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for use therein; provided, however, provided that the liability of each Holder such holder's obligations hereunder shall be limited to the proportion of any such Losses that is an amount equal to the proportion that the net proceeds from to such holder of the sale of Registrable Securities sold by pursuant to such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statementregistration statement. (c) Any Person entitled to indemnification hereunder agrees to under the provisions of this Section 3.7 shall (i) give prompt written notice to the indemnifying party after the receipt by of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party party's reasonable judgment a conflict of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which interest between such indemnified party and indemnifying parties may claim indemnification or contribution pursuant to this Agreementexist in respect of such claim, provided that failure to give permit such notification shall not affect the obligations of the indemnifying party pursuant to this Section 10 except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereofof such claim, with counsel reasonably satisfactory to such the indemnified party; and if such defense is so assumed, and after notice from the such indemnifying party to such shall not enter into any settlement without the consent of the indemnified party of its election so if such settlement attributes liability to assume the defense thereof, the indemnified party and such indemnifying party shall not be liable subject to such indemnified party any liability for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party settlement made without its consent (which shall not be unreasonably withheld); and any other of such indemnified parties underwriting agreement entered into with respect to such claim, in which any registration statement provided for under this Article III shall so provide. In the event the an indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled toentitled, or elects not tonot, to assume the defense of a claim claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party with in respect to of such claim, unless in the reasonable judgment of any such indemnified party, based on the written opinion of counsel, party a conflict of interest is likely to may exist between an such indemnified party and any other of such indemnified parties with in respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If for any reason the indemnification from the indemnifying party provided for in this Section 10 foregoing indemnity is unavailable to an indemnified party hereunder in respect to any Lossesunavailable, then the indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such the indemnified party as a result of such Losses losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by Applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided. Notwithstanding the foregoing, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale no holder of Registrable Securities sold by shall be required to contribute any amount in excess of the amount such Holder under a Registration Statement bears holder would have been required to the total net proceeds from the sale of all securities sold thereunder, but not in any event pay to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and an indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and if the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in indemnity under Section 10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding3.7(b) was available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution obligation of any Person to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does 3.7 shall be several and not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)joint. (e) The An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 10 shall be in addition 3.7 to any liability which any indemnifying party may have to any or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.7 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this AgreementAgreement for any reason.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless harmless, to the extent permitted by law, each (i) Eligible Holder of Registrable Securities and Securities, (ii) each Person, if any, who Person that controls such Holder (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act) such Eligible Holder and (iii) the respective directors, officers, partners, employees, legal counsel, accountants and agents of such Eligible Holder and controlling Person (collectively, “Holder Indemnified Parties”) from and against any and all losses, claims, damages, liabilities and expenses (expenses, including reasonable attorneys' fees, attorney’s fees and disbursements and expenses, as incurred) reasonable expenses of investigation (collectively, "“Losses"”), caused by any (A) incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any Free Writing Prospectus or any omission or alleged omission of a material fact required to be stated intherein or necessary to make the statements therein not misleading, or (B) violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; provided, however, that the Company shall not be liable to any Holder Indemnified Party for any Losses that are (x) caused by or contained in any information furnished in writing to the Company by or on behalf of a Holder Indemnified Party or any underwriter expressly for use in any Registration Statement, Prospectus or preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus or (y) caused by such Holder Indemnified Party’s or any underwriter’s failure to deliver a copy of the Registration Statement, Prospectus or preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus after the Company has furnished such Holder Indemnified Party or such underwriter in a timely manner with a sufficient number of copies of the same. In connection with an Underwritten Offering, the Company shall indemnify such underwriters, each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each of their respective directors, officers, partners and employees to the same extent as provided above with respect to the indemnification of the Eligible Holders of Registrable Securities. (b) In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement, Prospectus or preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus and shall indemnify and hold harmless, to the extent permitted by law, (i) the Company, (ii) each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company, (iii) each other holder of Registrable Securities participating in any such offering and (iv) the respective directors, officers, partners, employees, legal counsel, accountants and agents of each of the Persons specified in the foregoing clauses (i) through (iii), from and against any and all Losses caused by any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment thereof or supplement thereto is required, except such or any Free Writing Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue or alleged untrue statement or omission or alleged omission is made contained in reliance on and in conformity with any information with respect to such Holder or affidavit so furnished in writing to the Company by or on behalf of such Holder or its counsel specifically holder expressly for use thereinin such Registration Statement, Prospectus, preliminary Prospectus or amendment or supplement thereto or such Free Writing Prospectus; provided, however, provided that the liability of obligation to indemnify shall be individual, not joint and several, for each Holder hereunder holder and shall be limited to the proportion net amount of any proceeds received by such Losses that is equal to the proportion that the net proceeds holder from the sale of Registrable Securities sold by such Holder under pursuant to such Registration Statement bears to Statement. In connection with an Underwritten Offering by the total net proceeds from Company or any holder of the sale of all Company’s securities sold thereunderother than an Eligible Holder, but not in any event to exceed the net proceeds received by such Holder from the sale a holder of Registrable Securities covered by participating therein shall indemnify such Registration Statementunderwriters, each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each of their respective directors, officers, partners and employees to the same extent as provided above with respect to the indemnification of the Company and the other holders. (c) Any Person entitled to indemnification hereunder agrees to shall (i) give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for claim with respect to which such indemnified party may claim Person seeks indemnification or contribution pursuant to this Agreement, (provided that the failure to give such notification prompt notice shall not affect the obligations of the indemnifying party pursuant impair any Person’s right to this Section 10 except indemnification hereunder to the extent such failure has not prejudiced the indemnifying party shall have been actually prejudiced as party) and (ii) unless in such indemnified party’s reasonable judgment a result conflict of interest between such failure. In case any indemnified and indemnifying parties may exist with respect to such action shall be brought against any indemnified party and it shall notify the claim, permit such indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, of such claim with counsel reasonably satisfactory to such the indemnified party, and after notice from the indemnifying party to . If such indemnified party of its election so to assume the defense thereofis assumed, the indemnifying party shall not be liable subject to such any liability for any settlement made by the indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by without its consent (but such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party consent shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Companyunreasonably withheld), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel (plus one (1) local counsel in each applicable jurisdiction) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, party a conflict of interest is likely to may exist between an such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying . (d) The indemnified party shall be obligated have the right to pay employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such additional counselcounsel shall be paid by the indemnified party unless (x) the indemnifying party agrees to pay the same, provided (y) the indemnifying party fails to assume the defense of such action with counsel reasonably satisfactory to the indemnified party or (z) the indemnified party reasonably believes that the joint representation of the indemnified party and any other party in such proceeding (including the indemnifying party) would be inappropriate under applicable standards of professional conduct. In the case of clause (y) above and (z) above, the indemnifying party shall not be liable for have the fees and expenses right to assume the defense of (i) more than one counsel for all Holders such action on behalf of Registrable Securities who are such indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsparty. No indemnifying party, in defense of any such action, suit, proceeding or investigation, party shall, except with without the written consent of each the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or entry into any settlement threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (1) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (2) does not include a statement as to, or an unconditional term thereof the giving admission of, fault, culpability or a failure to act by the claimant or plaintiff on behalf of any indemnified party. The rights afforded to any indemnified party hereunder shall be in addition to any rights that such indemnified party of a release from all liability in respect to such actionmay have at common law, suit, proceeding by separate agreement or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyotherwise. (de) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any Person that controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such indemnified party and the respective directors, officers, partners, employees, legal counsel, accountants and agents of such indemnified party and controlling Person and shall survive the transfer of Registrable Securities. (f) If the indemnification required by this Section 7 from the indemnifying party provided for in this Section 10 is unavailable or insufficient to hold harmless an indemnified party hereunder in respect to of any Losses, then the referred to in this Section 7: (i) The indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party parties in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, question has been made committed by, or relates to information supplied by, such indemnifying party or indemnified partyparties, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionaction in question. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 10(c7(a) and Section 7(b), any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(f) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 7(f)(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d). (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder Stockholder in any offering or sale of Registrable Securities Common Shares pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Common Shares, and each Person, if any, who controls such Holder Stockholder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, an Issuer Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Stockholder furnished in writing to the Company by such Stockholder or its counsel expressly for use therein, (B) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the Company has advised the Stockholders that the filing of an amendment or supplement thereto is required, except such Prospectus, Issuer Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 8(a), the Company shall not be liable to any such Stockholder or underwriter or to any other indemnified party under the indemnity agreement in this Section 8(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Stockholder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Stockholder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Common Shares by such indemnified party. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Stockholder holding Registrable Common Shares to be covered thereby shall, severally and not jointly with any other Stockholders, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Common Shares and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred) (collectively, "Losses") Losses incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a foregoing, any Issuer Free Writing Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements “issuer information” filed or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect required to such Holder furnished in writing be filed pursuant to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActRule 433(d) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omissionAct, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus, preliminary Prospectus or preliminary Issuer Free Writing Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder Stockholder furnished in writing to the Company by such Holder Stockholder or its counsel specifically for use therein; provided, however, that the liability of each Holder hereunder no Stockholder shall be limited required to indemnify the proportion Company or any other indemnified party under this Section 11(b) with respect to any amount in excess of any such Losses that is equal to the proportion that the net proceeds from the sale amount of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder Stockholder from sales of the sale Registrable Common Shares of Registrable Securities covered by such Stockholder under such Registration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 10 11 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Stockholders holding Registrable Securities Common Shares who are indemnified parties, selected by the Holders of Stockholders holding a Majority of the Registrable Securities Common Shares held by all Stockholders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Stockholders holding Registrable Securities Common Shares who are indemnified parties, selected by the Holders of Stockholders holding a Majority of the Registrable Securities Common Shares who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 1011. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 10 11 is unavailable to an indemnified party hereunder in respect to of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder no Stockholder shall be limited required to contribute any amount in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder Stockholder from sales of the sale Registrable Common Shares of Registrable Securities covered by such the Stockholder under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 10(c11(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d11(d). If indemnification is available under this Section 1011, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a11(a) or 10(b11(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d11(d). (e) The provisions of this Section 10 11 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 11 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company shall indemnify Guarantor and the Issuer agree to indemnify, defend and hold harmless each Holder of Registrable Securities and Initial Purchaser, each Holder, each person (a “Controlling Person”), if any, who controls such any Initial Purchaser or Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) Act and the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, the Holders or any Controlling Person (each, an “Indemnified Party”), from and against all lossesany loss, claimsdamage, damagesexpense, liabilities and expenses liability, claim or any actions in respect thereof (including the reasonable attorneys' feescost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, disbursements and expensesthe Exchange Act or otherwise, insofar as incurred) (collectivelysuch loss, "Losses") incurred by such party pursuant to any actual damage, expense, liability, claim or ------ threatened action, suit, proceeding or investigation arising action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained inin any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission of to state a material fact required to be stated in, the in any Shelf Registration Statement, Prospectus Statement or preliminary Prospectus or in any amendment or supplement to any of the foregoing thereto or necessary to make the statements therein (not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the case of a statements made in any Prospectus or a in any amendment or supplement thereto or in any preliminary Prospectusprospectus, in the light of the circumstances then existing) under which such statements were made, not misleading, except and the Guarantor and the Issuer shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Guarantor and the Issuer shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such statements loss, damage, expense, liability, claim or omissions arise action arises out of or are is based upon (i) any such untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or alleged omission made in reliance on omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Guarantor expressly for use in, any Shelf Registration Statement or any Prospectus or (ii) a disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by an Indemnified Party during a Suspension Period, provided such Indemnified Party received, prior to such disposition, a Suspension Notice with respect to such Holder furnished Suspension Period; provided further, however, that this indemnity agreement will be in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable addition to any Holder or liability which the Guarantor and the Issuer may otherwise have to such Indemnified Party. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Guarantor and the Issuer, each of its directors, officers, employees, representatives, agents and any Person person who controls such Holder (the Guarantor and the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, a “Guarantor Indemnified Party”) from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Guarantor Indemnified Party may incur or become subject to under the indemnity agreement in this Section 10(a) for any Losses that arise Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or are is based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such any untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such Holder to the Guarantor expressly for use in, any Shelf Registration Statement or Prospectus, or arises out of or is based upon any omission or alleged omission of to state a material fact in connection with such Holder Information, which material fact was not contained in such Holder Information, and which material fact was either required to be stated in, the in any Shelf Registration Statement, Statement or Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) such Holder Information not misleading, but only (B) a sale, by such Holder pursuant to the extent that any such untrue statement a Shelf Registration Statement in or omission is made in reliance on and in conformity with information with respect to which such Holder furnished is named as a selling securityholder, of Registrable Securities during a Suspension Period, provided that the Guarantor shall have theretofore provided such Holder a Suspension Notice in writing to the Company accordance with Section 3(k), or (C) a public sale of Registrable Securities by such Holder without delivery, if required by the Securities Act, of the most recent applicable Prospectus provided to such Holder by the Guarantor pursuant to Section 3(i) or Section 2(d)(i)(C), provided the Guarantor shall have theretofore provided such Holder with copies of such Prospectus in a timely manner so as to permit such delivery; and, subject to the limitation set forth in the immediately preceding clause, each Holder shall reimburse, as incurred, the Guarantor and the Issuer for any legal or other expenses reasonably incurred by the Guarantor and the Issuer or any such controlling person in connection with investigating or defending any loss, damage, expense, liability, claim or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Guarantor and the Issuer or any of its counsel specifically for use thereincontrolling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale, pursuant to the Shelf Registration Statement, of the Registrable Securities giving rise to such indemnification obligation. (c) If any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either Section 6(a) or Section 6(b), such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise. Such Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of each Holder hereunder such counsel shall be limited to at the proportion expense of any such Losses that is equal to Indemnified Party unless the proportion that the net proceeds from the sale employment of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 10 except to the extent the indemnifying party counsel shall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof other than reasonable costs or such Indemnified Party shall have reasonably concluded upon the written advice of investigationcounsel that there may be one or more defenses available to it that are different from, unless additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the reasonable judgment of any indemnified party, based on defense thereof but the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party fees and such indemnified party and any other expenses of such indemnified parties with respect to counsel shall be at the expense of such claimIndemnifying Party), in any of which event the indemnifying party events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one separate counsel for all in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected sixty (60) Business Days after receipt by the Holders of a Majority such Indemnifying Party of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company)aforesaid request, (ii) more than one counsel for such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordance with such request prior to the underwriters or date of such settlement and (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionssuch Indemnified Party shall have given such Indemnifying Party at least thirty (30) days’ prior notice of its intention to settle. No indemnifying partyIndemnifying Party shall, in defense without the prior written consent of any such actionIndemnified Party, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry effect any settlement of any judgment pending or entry into any threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement which includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and does not include as an unconditional term thereof the giving admission of fault or culpability or a failure to act by the claimant or plaintiff to on behalf of such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyIndemnified Party. (d) If the indemnification from the indemnifying party provided for in this Section 10 6 is unavailable to an indemnified party hereunder Indemnified Party under Section 6(a) or Section 6(b), or insufficient to hold such Indemnified Party harmless, in respect of any losses, damages, expenses, liabilities, claims or actions referred to any Lossestherein, then the indemnifying partyeach applicable Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Losses losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Guarantor and the Issuer, on the one hand, and by the Holders or the Initial Purchasers, on the other hand, from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party Guarantor and indemnified party the Issuer, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, in connection with the actions statements or omissions which resulted in such Losseslosses, damages, expenses, liabilities, claims or actions, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Guarantor and indemnified party the Issuer, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party by the Guarantor and the Issuer or indemnified party, by the Holders or the Initial Purchasers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid or payable by a party as a result of the Losses losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include, subject to the limitations set forth in Section 10(c), include any reasonable legal or other fees and or expenses reasonably incurred by such indemnified party in connection with investigating or defending any investigation Proceeding. (e) The Guarantor, the Issuer, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or proceedingby any other method of allocation which does not take account of the equitable considerations referred to in Section 6(d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities giving rise to such contribution obligation and sold by such Holder were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution Holders’ respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to 6 are several in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party proportion to the full extent provided in Section 10(a) or 10(b)respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration and not joint. The remedies provided for in this Section 10(d). (e) The provisions of this Section 10 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition to any liability which any indemnifying party may have available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall survive the remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or the Initial Purchasers or any person controlling any Holder or Initial Purchaser, or the Guarantor, or the Issuer, or the Guarantor’s or the Issuer’s officers or directors or any person controlling the Guarantor or the Issuer and (iii) the sale of any Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless the Initial Purchasers, each Holder of Registrable Securities Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such the Holder or its counsel Underwriter expressly for use therein, in a Registration Statement (iior any amendment thereto) the use of or any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(athereto), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant heretoEach Holder, each Holder of Registrable Securities severally, but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its the Initial Purchasers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Company, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); providedPROVIDED, howeverHOWEVER, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified but failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereofaction; provided, the indemnifying party shall be entitled however, that counsel to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses (except with the consent of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, in connection with ) also be counsel to the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between . In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, or elects not to, assume without the defense prior written consent of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters settle or (iii) more than one counsel for the Company, in each case in connection with any one action compromise or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to any litigation, or entry into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry on behalf of any judgment or entry into any settlement without the consent of each indemnifying indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Company on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Company, such indemnifying party the Holders or indemnified party, the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Company, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Company, and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The parties agree that it would not be just and equitable if contribution Initial Purchasers' respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to 7 are several in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party proportion to the full extent provided principal amount of Securities set forth opposite their respective names in Section 10(a) or 10(b), as the case may be, without regard Schedule A to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)Purchase Agreement and not joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless the Initial Purchasers, each Holder of Registrable Securities Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an “Underwriter”) and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement, or alleged untrue statement statement, of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement, or alleged untrue statement, of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder, Participating Broker-Dealer, Underwriter or Person controlling such Holder or its counsel Underwriter expressly for use therein, in a Registration Statement (iior any amendment thereto) the use of or any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(athereto), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its the Initial Purchasers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Company, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified but failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereofaction; provided, the indemnifying party shall be entitled however, that counsel to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses (except with the consent of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, in connection with ) also be counsel to the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between . In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, or elects not to, assume without the defense prior written consent of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters settle or (iii) more than one counsel for the Company, in each case in connection with any one action compromise or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to any litigation, or entry into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry on behalf of any judgment or entry into any settlement without the consent of each indemnifying indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Company on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any action in questionsuch, including any untrue statement or alleged untrue untrue, statement of a material fact or omission omission, or alleged omission omission, to state a material fact, has been made by, or fact relates to information supplied byby the Company, such indemnifying party the Holders or indemnified party, the Initial Purchasers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Company, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Company, and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The parties agree that it would not be just and equitable if contribution Initial Purchasers’ respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to 7 are several in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party proportion to the full extent provided principal amount of Securities set forth opposite their respective names in Section 10(a) or 10(b), as the case may be, without regard Schedule A to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)Purchase Agreement and not joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless the Initial Purchasers, each Holder Holder, each Participating Broker-Dealer, each Person who participates as an underwriter, each of Registrable Securities their respective affiliates, directors, officers, employees and agents (any such Person being an "Underwriter") and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such the Holder or its counsel Underwriter expressly for use therein, in a Registration Statement (iior any amendment thereto) the use of or any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(athereto), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors each of the other Initial Purchasers, each other Underwriter and the other selling Holders, and each of their respective affiliates, directors, officers, employees and agents, and each Person, if any, who controls the Company (Company, any of the other Initial Purchasers, any other Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified but failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereofaction; provided, the indemnifying party shall be entitled however, that counsel to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses (except with the consent of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, in connection with ) also be counsel to the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between . In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, or elects not to, assume without the defense prior written consent of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters settle or (iii) more than one counsel for the Company, in each case in connection with any one action compromise or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to any litigation, or entry into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry on behalf of any judgment or entry into any settlement without the consent of each indemnifying indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and indemnified party the Holders, the Underwriters and the Initial Purchasers on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Company on the one hand and indemnified party the Holders, the Underwriters and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Company, such indemnifying party the Holders, the Underwriters or indemnified party, the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Company, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Initial Purchaser or Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser or Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser, Underwriter or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser, Underwriter or Holder, and each member of the board of managers of the Company, and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The parties agree that it would not be just and equitable if contribution Initial Purchasers' respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to 4 are several in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party proportion to the full extent provided principal amount of Securities set forth opposite their respective names in Section 10(a) or 10(b), as the case may be, without regard Schedule A to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)Purchase Agreement and not joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The Company shall indemnify Dealer Manager will indemnify, defend (subject to Section 4 of the Dealer Manager Agreement) and hold harmless each Holder the Wholesaler, its affiliates and their respective officers, directors, shareholders, members, partners, other equity-holders and control persons (collectively, the “Other Indemnified Parties”), from and against any losses, claims (including the reasonable costs of Registrable Securities investigation and each Personlegal fees), if anydamages or liabilities (or actions in respect thereof), who controls such Holder (within to which the meaning of Section 15 of Wholesaler, its affiliates or their respective Other Indemnified Parties may become subject under the Securities Act or Section 20 of the Exchange Act) against all , or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurredor actions in respect thereof) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising arise out of or are based upon upon: (i) any inaccuracy in or breach of a representation or warranty contained herein by the Dealer Manager, any breach of a covenant or agreement contained herein of the Dealer Manager, or any failure by the Dealer Manager to comply with state or federal securities law applicable to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact contained inin the information relating to the Dealer Manager that appears in the Dealer Manager Sections of the Prospectus or any amendment thereof, or any arise out of or are based upon the omission or alleged omission of to state in the Dealer Manager Sections a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in the light of the circumstances then existing) under which they were made, not misleading; and (iii) any unauthorized use of sales materials or use of unauthorized verbal representations concerning the Offered Shares by the Dealer Manager. The Dealer Manager will reimburse the Wholesaler and its Other Indemnified Parties for any legal or other expenses reasonably incurred by such Wholesaler, except its affiliates and their respective Other Indemnified Parties in each case connection with investigating or defending such loss, claim, damage, liability or action. (b) The Wholesaler will indemnify, defend and hold harmless the Dealer Manager, the Company and their respective Other Indemnified Parties, from and against any losses, claims (including the reasonable costs of investigation and legal fees), damages or liabilities (or actions in respect thereof), to which the Dealer Manager, the Company and any of their respective Other Indemnified Parties may become subject under the Securities Act or the Exchange Act, or otherwise, insofar as such statements losses, claims (including the reasonable costs of investigation and legal fees), damages or omissions liabilities (or actions in respect thereof) arise out of or are based upon upon: (i) any such untrue statement inaccuracy in or alleged untrue statement breach of a representation or omission warranty contained herein by the Wholesaler, any breach of a covenant or alleged omission made in reliance on and in conformity agreement contained herein of the Wholesaler, or any failure by the Wholesaler to comply with information with respect to such Holder furnished in writing state or federal securities laws applicable to the Company by such Holder or its counsel expressly for use therein, Offering; and (ii) the any unauthorized use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired sales materials or (iii) the use of any Prospectus after such time as unauthorized verbal representations concerning the Company has advised Shares by the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration StatementWholesaler. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party Promptly after the receipt by such an indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may will, if a claim indemnification or contribution pursuant in respect thereof is to this Agreement, provided that failure to give such notification shall not affect the obligations of be made against the indemnifying party pursuant to this Section 10 except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall party, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under this Section 8 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in this Agreement. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with appoint counsel reasonably satisfactory to such indemnified party, and after notice from of the indemnifying party party’s choice at the indemnifying party’s expense to such represent the indemnified party of its election so to assume the defense thereof, in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be subject to approval by the indemnified party, not to be unreasonably withheld or delayed. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ and select separate counsel (including local counsel), subject to approval by the indemnifying party not to be unreasonably withheld or delayed, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) more than one the use of counsel for all Holders of Registrable Securities who are indemnified parties, selected chosen by the Holders indemnifying party to represent the indemnified party would present such counsel with a conflict of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company)interest, (ii) more than one counsel for the underwriters actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one have employed counsel for the underwriters indemnified party (subject to approval by the indemnified party not to be unreasonably withheld or delayed) to represent the indemnified party within a reasonable time after notice of the institution of such action or (iiiiv) more than one the indemnifying party shall authorize the indemnified party to employ separate counsel for at the Company, in each case in connection with any one action or separate but similar or related actions. No expense of the indemnifying party, in defense of any such action, suit, proceeding . An indemnifying party may settle or investigation, shall, except with the consent of each indemnified party, compromise or consent to the entry of any judgment with respect to any pending or entry into any settlement threatened claim, action, suit or proceeding in respect of which does indemnification or contribution may be sought hereunder but may not include as do so without the prior written consent of the indemnified parties, unless such settlement, compromise or consent includes an unconditional term thereof the giving by the claimant or plaintiff to such release of each indemnified party of a release from all liability in respect to arising out of such claim, action, suit, proceeding suit or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyproceeding. (d) If the right to indemnification from the indemnifying party provided for in this Section 10 8 would by its terms be available to a person hereunder, but is held to be unavailable to an indemnified party hereunder in respect to by a court of competent jurisdiction for any Lossesreason, then the each indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such Losses and expenses in respect thereof, as incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Dealer Manager and indemnified party the Wholesaler, as applicable, in connection with the actions statements, omissions or other circumstances which resulted in such LossesLosses or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Dealer Manager and indemnified party the Wholesaler, as applicable, shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' ’ relative intent, knowledge, and access to information information. It is understood that it would not be just and opportunity equitable if contribution pursuant to correct this Section 8(d) were determined by pro rata allocation or prevent such action. The amount paid or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above shall be deemed to include, subject to in this Section 8(d). Notwithstanding the limitations set forth in provisions of this Section 10(c8(d), the Dealer Manager shall not be required to contribute any legal or other fees and expenses reasonably incurred amount in excess of the total price of the Offering Shares sold by such indemnified party in connection with any investigation or proceedingit. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d). (e) The provisions For purposes of this Section 10 8(d), each Other Indemnified Party affiliate of the Dealer Manager shall be in addition have the same rights to any liability which any indemnifying party may contribution as the Dealer Manager and each Other Indemnified Party of the Wholesaler shall have the same rights to any indemnified party and shall survive contribution as the termination of this AgreementWholesaler.

Indemnification; Contribution. (a) The Company shall will indemnify and hold harmless each Holder holder of Registrable Securities and each PersonWarrant Stock registered pursuant to this Agreement with the Commission, if anyor under any blue sky law or regulation, who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all any losses, claims, damagesdamages or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, but only to the extent that such losses, claims, damages or liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurredor actions in respect thereof) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin any preliminary prospectus, registration statement, prospectus or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except and will reimburse each such holder for any legal or other expenses reasonably incurred by such holder in each case insofar as such statements connection with investigating or omissions arise out of or are based upon (i) defending any such untrue statement action or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use thereinclaim; provided, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders however, that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable in any such case to the extent that any Holder such loss, claim, damage or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise liability arises out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus document, in reliance upon and in conformity with or prior written information furnished to the delivery Company by any holder expressly for use therein (b) Each holder of written confirmation Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any and all losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or such prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omissionomission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) (x) in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is corrected was made in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, any such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectusdocument, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for use therein; provided, however, that or in a document to be filed with the liability of each Holder hereunder shall be limited to the proportion of Commission or any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all state securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statementcommission. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party Promptly after the receipt by such an indemnified party under subsections (a) or (b) of any written this Section 16 of notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may shall, if a claim indemnification or contribution pursuant in respect thereof is to this Agreement, provided that failure to give such notification shall not affect the obligations of be made against the indemnifying party pursuant under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to this Section 10 except to the extent notify the indemnifying party shall not relieve it from any liability which it may have been actually prejudiced as a result to any indemnified party otherwise than under either of such failuresubsections. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory thereof by notice in writing to such the indemnified party, and after . After receipt of written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in investigation incurred prior to the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected assumption by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 10 16 is unavailable or insufficient to hold harmless an indemnified party hereunder under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to any Lossestherein, then the each indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such indemnified party as a result of such Losses losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Warrant Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party Company and indemnified party the holders in connection with the actions statements or omissions which resulted in such Losseslosses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, such indemnifying party by the Company or indemnified party, the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this subparagraph (d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subparagraph (d). Except as provided in subparagraph (c) of this Section 16, the amount paid or payable by a an indemnified party as a result of the Losses losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subparagraph (d) shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating or defending any investigation such action or proceedingclaim. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by Notwithstanding any other method of allocation that does not take into account the consideration referred to provision in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party subparagraph (d) to the full extent provided contrary, no holder shall be liable for any amount, in Section 10(a) or 10(b)the aggregate, as in excess of the case may be, without regard net proceeds to such holder from the relative fault sale of such indemnifying parties holder's shares (obtained upon exercise of Warrants) giving rise to such losses, claims, damages or indemnified party or any other equitable consideration provided for in this Section 10(d)liabilities. (e) The provisions obligations of the Company under this Section 10 16 shall be in addition to any liability which any indemnifying party the Company may otherwise have to any indemnified party and shall survive the termination of this Agreementat law or in equity.

Indemnification; Contribution. (a) The Company shall Operating Partnership agrees to indemnify and hold harmless the Initial Purchasers, each Holder of Registrable Securities Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or subparagraph (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Operating Partnership by such the Holder or its counsel Underwriter expressly for use therein, in a Registration Statement (iior any amendment thereto) the use of or any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(athereto), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the CompanyOperating Partnership, its the Initial Purchasers, each underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Operating Partnership, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Operating Partnership by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); providedPROVIDED, howeverHOWEVER, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that but failure to give such notification so notify an indemnifying party shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof, and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereofaction; PROVIDED, the indemnifying party shall be entitled HOWEVER, that counsel to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses (except with the consent of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, in connection with ) also be counsel to the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between . In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, or elects not to, assume without the defense prior written consent of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters settle or (iii) more than one counsel for the Company, in each case in connection with any one action compromise or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to any litigation, or entry into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim, and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry on behalf of any judgment or entry into any settlement without the consent of each indemnifying indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Operating Partnership on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Operating Partnership on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Operating Partnership, such indemnifying party the Holders or indemnified party, the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Operating Partnership, the Holders and the Initial Purchasers agree that it would not be just and equitable if contributions pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Holder or Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Holder or Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Operating Partnership, and each Person, if any, who controls the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Operating Partnership. The parties agree that it would not be just and equitable if contribution Initial Purchasers' respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to 4 are several in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party proportion to the full extent provided principal amount of Securities set forth opposite their respective names in Section 10(a) or 10(b), as the case may be, without regard Schedule A to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)Purchase Agreement and not joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless indemnify, to the fullest extent permitted by law, each Holder holder of Registrable Securities Securities, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such Holder holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus 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 any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Company by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article II is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article II is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 to the same extent as herein before provided with respect to the indemnification of the Exchange holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus a reasonable time prior to such written confirmation. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon resulting from any untrue statement or alleged untrue statement of a material fact contained infact, or any omission or alleged omission of a material fact required to be stated in, in the Registration Statement, Prospectus registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of under which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthey were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information with respect to such Holder so concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for use therein; provided, however, provided that the liability of each Holder such holder's obligations hereunder shall be limited to the proportion of any such Losses that is an amount equal to the proportion that the net proceeds from to such holder of the sale of Registrable Securities sold by pursuant to such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statementregistration statement. (c) Any Person entitled to indemnification hereunder agrees to under the provisions of this Section 2.7 shall (i) give prompt written notice to the indemnifying party after the receipt by of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party party's reasonable judgment a conflict of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which interest between such indemnified party and indemnifying parties may claim indemnification or contribution pursuant to this Agreementexist in respect of such claim, provided that failure to give permit such notification shall not affect the obligations of the indemnifying party pursuant to this Section 10 except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereofof such claim, with counsel reasonably satisfactory to such the indemnified party; and if such defense is so assumed, and after notice from the such indemnifying party to such shall not enter into any settlement without the consent of the indemnified party of its election so if such settlement attributes liability to assume the defense thereof, the indemnified party and such indemnifying party shall not be liable subject to such indemnified party any liability for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party settlement made without its consent (which shall not be unreasonably withheld); and any other of such indemnified parties underwriting agreement entered into with respect to such claim, in which any registration statement provided for under this Article II shall so provide. In the event the an indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled toentitled, or elects not tonot, to assume the defense of a claim claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party with in respect to of such claim, unless in the reasonable judgment of any such indemnified party, based on the written opinion of counsel, party a conflict of interest is likely to may exist between an such indemnified party and any other of such indemnified parties with in respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If for any reason the indemnification from the indemnifying party provided for in this Section 10 foregoing indemnity is unavailable to an indemnified party hereunder in respect to any Lossesunavailable, then the indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such the indemnified party as a result of such Losses losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the such indemnifying party on the one hand and the indemnified party in connection with on the actions which resulted in such Lossesother. Notwithstanding the foregoing, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale no holder of Registrable Securities sold by shall be required to contribute any amount in excess of the amount such Holder under a Registration Statement bears holder would have been required to the total net proceeds from the sale of all securities sold thereunder, but not in any event pay to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and an indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and if the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in indemnity under Section 10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding2.7(b) was available. No Person guilty of fraudulent misrepresentation (within the meaning of Section section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution obligation of any Person to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does 2.7 shall be several and not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)joint. (e) The An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 10 shall be in addition 2.7 to any liability which any indemnifying party may have to any or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 2.7 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Registrable Securities by such holder and the termination of this AgreementAgreement for any reason.

Indemnification; Contribution. (a) The Company shall Issuers agree to indemnify and hold harmless each Holder of Registrable Securities Initial Purchaser, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 15 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Transfer Restricted Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (therein, in light of the case circumstances under which they were made, not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Issuers; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information furnished to the Issuers by the Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). The foregoing indemnity with respect to such Holder furnished any untrue statement contained in writing or any omission from any preliminary Prospectus shall not inure to the Company by benefit of any Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter (or any person controlling any such Holder person) from whom the person asserting such loss, liability, claim, damage or its counsel expressly for use therein, expense purchased Securities that are the subject thereof if (iii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made contained in any such preliminary Prospectus if either (iexcluding documents incorporated by reference) was corrected; (Aii) such Holder failed to send person was not sent or deliver given a copy of the final Prospectus with (excluding documents incorporated by reference) which corrected the untrue statement or omission at or prior to the delivery of written confirmation of the sale of Registrable such Securities by to such Holder to the Person asserting the claim from which such Losses arise person; and (Biii) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement Issuers satisfied their obligation pursuant to the Prospectus and (y) having previously been furnished by or on behalf Section 3 of the Company with this Agreement to provide a sufficient number of copies of the final Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses ariseHolder, Initial Purchaser, Participating Broker-Dealer or Underwriter. (b) In connection with any Registration Statement filed pursuant heretoEach Holder, each Holder of Registrable Securities Initial Purchaser, Participating Broker-Dealer and Underwriter severally, but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the CompanyIssuers, its the Initial Purchasers, the Participating Broker-Dealers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Issuers, the Participating Broker-Dealers, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter furnished in writing to the Company Issuers by such Holder Holder, Initial Purchaser, Participating Broker-Dealer or its counsel specifically Underwriter expressly for use thereinin the Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each Holder hereunder no such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter from the sale of Registrable Transfer Restricted Securities covered by pursuant to such Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified but failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereofaction; provided, the indemnifying party shall be entitled however, that counsel to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses (except with the consent of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, in connection with ) also be counsel to the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between . In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or elects any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not tothe indemnified parties are actual or potential parties thereto), assume unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the defense of a claim shall not be obligated to pay the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than one counsel for all parties indemnified 45 days after receipt by such indemnifying party with respect of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such claimsettlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, unless in the reasonable judgment of if at any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between time an indemnified party and any other of such indemnified parties with respect to such claim, in which event the shall have requested an indemnifying party shall be obligated to pay reimburse the indemnified party for fees and expenses of such additional counsel, provided that the an indemnifying party shall not be liable for any settlement of the fees and expenses of nature contemplated by Section 4(a)(ii) effected without its consent if such indemnifying party (i) more than one counsel for all Holders of Registrable Securities who are reimburses such indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory party in accordance with such request to the Company), extent that it considers such request to be reasonable and (ii) more than one counsel for provides written notice to the underwriters or (iii) more than one counsel for indemnified party substantiating the Companyunpaid balance as unreasonable, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent prior to the entry date of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partysettlement. (di) If the indemnification from the indemnifying party provided for in this Section 10 4(a) is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Issuers on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided. (ii) If the indemnification provided for in this Section 4(b) is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, howeverliabilities, that the liability of claims, damages or expenses referred to therein, then each Holder hereunder indemnifying party shall be limited contribute to the proportion aggregate amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold losses, liabilities, claims, damages and expenses incurred by such Holder under a Registration Statement bears indemnified party, as incurred, in such proportion as is appropriate to reflect the total net proceeds from relative fault of the sale such indemnifying party on the one hand and each of all securities sold thereunderthe other Holders, but not Participating Broker-Dealers, Underwriters and the Initial Purchasers and the Issuers on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statementother relevant equitable considerations. The relative fault of such indemnifying party the Issuers, the Holders, Participating Broker-Dealers, Underwriters and indemnified party the Initial Purchasers, as applicable, shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Issuers, such indemnifying party or indemnified partythe Holders, Participating Broker-Dealers, Underwriters and the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Issuers, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each manager or director of the Issuers, and each Person, if any, who controls the Issuers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Issuers. The parties agree that it would not be just and equitable if contribution Initial Purchasers' respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to 7 are several in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party proportion to the full extent provided principal amount of Securities set forth opposite their respective names in Section 10(a) or 10(b), as the case may be, without regard Schedule A to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)Purchase Agreement and not joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The Company shall Operating Partnership agrees to indemnify and hold harmless the Initial Purchasers, each Holder of Registrable Securities Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an “Underwriter”) and each Person, if any, who controls such Holder (any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or subparagraph (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Operating Partnership by such the Holder or its counsel Underwriter expressly for use therein, in a Registration Statement (iior any amendment thereto) the use of or any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(athereto), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the CompanyOperating Partnership, its the Initial Purchasers, each underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Operating Partnership, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Operating Partnership by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that but failure to give such notification so notify an indemnifying party shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof, and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereofaction; provided, the indemnifying party shall be entitled however, that counsel to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses (except with the consent of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, in connection with ) also be counsel to the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between . In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, or elects not to, assume without the defense prior written consent of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters settle or (iii) more than one counsel for the Company, in each case in connection with any one action compromise or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to any litigation, or entry into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim, and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry on behalf of any judgment or entry into any settlement without the consent of each indemnifying indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Operating Partnership on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Operating Partnership on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Operating Partnership, such indemnifying party the Holders or indemnified party, the Initial Purchasers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Operating Partnership, the Holders and the Initial Purchasers agree that it would not be just and equitable if contributions pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Holder or Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Holder or Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Operating Partnership, and each Person, if any, who controls the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Operating Partnership. The parties agree that it would not be just and equitable if contribution Initial Purchasers’ respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to 4 are several in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party proportion to the full extent provided principal amount of Securities set forth opposite their respective names in Section 10(a) or 10(b), as the case may be, without regard Schedule A to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)Purchase Agreement and not joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The In connection with any Registration Statement, the Company shall agrees to indemnify and hold harmless the Initial Purchasers, each Holder of Registrable Securities Holder, each Participating Broker-Dealer, each person who participates as an underwriter (any such person being an “Underwriter”) and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that the indemnity agreement of this Section 4 shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Holder or Underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto); provided, further, that the Company shall not be liable to any such Holder, Participating Broker-Dealer or controlling person, with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect any preliminary Prospectus to the extent that any such loss, liability, claim, damage or expense of any Holder, Participating Broker-Dealer or controlling person results from the fact that such Holder or Participating Broker-Dealer sold 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 final Prospectus as then amended or supplemented if the Company had previously furnished copies thereof to such Holder furnished in writing to or Participating Broker-Dealer and the Company by loss, liability, claim, damage or expense of such Holder Holder, Participating Broker-Dealer or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon controlling person results from an untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in any the preliminary Prospectus if either (i) (A) which was corrected in the final Prospectus. Any amounts advanced by the Company to an indemnified party pursuant to this Section 4 as a result of such Holder failed to send or deliver a copy of the Prospectus with or prior losses shall be returned to the delivery of written confirmation of the sale of Registrable Securities Company if it shall be finally determined by such Holder a court in a judgment not subject to appeal or final review that such indemnified party was not entitled to indemnification by the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses ariseCompany. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its the Initial Purchasers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Company, the Initial Purchasers, each Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified but failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of the indemnity agreement of this Section 4. An indemnifying party may participate at its own expense in the defense of such failureaction. In case any such action shall be brought against any indemnified party and it shall notify the If an indemnifying party so elects within a reasonable time after receipt of the commencement thereofsuch notice, the an indemnifying party shall be entitled to participate therein andparty, to the extent that it shall wish, severally or jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably acceptable to the indemnified parties defendant (or target of) in such action, provided, however, that if (i) representation of such indemnified party similarly notifiedby the same counsel would present a conflict of interest or (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and any such indemnified party reasonably determines that there may be legal defenses available to such indemnified party which are different from or in addition to those available to such indemnifying party, then in the case of clauses (i) or (ii) of this Section 4(c) such indemnifying party and counsel for each indemnifying party or parties shall not be entitled to assume such defense. If an indemnifying party is not entitled to assume the defense thereofof such action as a result of the proviso to the preceding sentence, with counsel reasonably satisfactory for each indemnified party or parties shall be entitled to such indemnified party, and after notice from conduct the indemnifying party to defense of such indemnified party of its election so to assume or parties. If an indemnifying party assumes the defense thereofof such action, in accordance with and as permitted by the provisions of this paragraph, such indemnifying party parties shall not be liable to such indemnified party for any legal fees and expenses of other counsel or any other expenses, in each case subsequently for the indemnified parties incurred by such indemnified party, thereafter in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between such action. In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or elects any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not tothe indemnified parties are actual or potential parties thereto), assume unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the defense of a claim shall not be obligated to pay the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than one counsel for all parties indemnified 45 days after receipt by such indemnifying party with respect of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such claimsettlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, unless in the reasonable judgment of if at any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between time an indemnified party and any other of such indemnified parties with respect to such claim, in which event the shall have requested an indemnifying party shall be obligated to pay reimburse the indemnified party for fees and expenses of such additional counsel, provided that the an indemnifying party shall not be liable for any settlement of the fees and expenses of nature contemplated by Section 4(a)(ii) effected without its consent if such indemnifying party (i) more than one counsel for all Holders of Registrable Securities who are reimburses such indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory party in accordance with such request to the Company), extent it considers such request to be reasonable and (ii) more than one counsel for provides written notice to the underwriters or (iii) more than one counsel for indemnified party substantiating the Companyunpaid balance as unreasonable, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent prior to the entry date of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partysettlement. (de) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of benefits received by the indemnifying party Company on the one hand, and indemnified party the Holders and the Initial Purchasers on the other hand, in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Company on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Company, such indemnifying party the Holders or indemnified party, the Initial Purchasers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid or payable by a party as a result of Company, the Losses referred to above shall be deemed to include, subject to Holders and the limitations set forth in Section 10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 10(d) 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the consideration equitable considerations referred to above in this Section 10(d4(e). If indemnification is available under this Section 10The aggregate amount of losses, the indemnifying parties shall indemnify each liabilities, claims, damages and expenses incurred by an indemnified party and referred to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for above in this Section 10(d). (e4(e) The shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 10 4(e), no Initial Purchaser shall be required to contribute any amount in addition excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1000 Xxx) shall be entitled to contribution from any liability which any indemnifying party may have to any indemnified party and shall survive the termination person who was not guilty of such fraudulent misrepresentation. For purposes of this AgreementSection 4(e), each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company.

Indemnification; Contribution. (a) The In connection with any Registration Statement, the Company shall agrees to indemnify and hold harmless the Initial Purchasers, each Holder of Registrable Securities Holder, each Participating Broker-Dealer, each person who participates as an underwriter (any such person being an "Underwriter") and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that the indemnity agreement of this Section 4 shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Holder or Underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto); provided, further, that the Company shall not be liable to any such Holder, Participating Broker-Dealer or controlling person, with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect any preliminary Prospectus to the extent that any such loss, liability, claim, damage or expense of any Holder, Participating Broker-Dealer or controlling person results from the fact that such Holder or Participating Broker-Dealer sold 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 final Prospectus as then amended or supplemented if the Company had previously furnished copies thereof to such Holder furnished in writing to or Participating Broker-Dealer and the Company by loss, liability, claim, damage or expense of such Holder Holder, Participating Broker-Dealer or its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon controlling person results from an untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in any the preliminary Prospectus if either (i) (A) which was corrected in the final Prospectus. Any amounts advanced by the Company to an indemnified party pursuant to this Section 4 as a result of such Holder failed to send or deliver a copy of the Prospectus with or prior losses shall be returned to the delivery of written confirmation of the sale of Registrable Securities Company if it shall be finally determined by such Holder a court in a judgment not subject to appeal or final review that such indemnified party was not entitled to indemnification by the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses ariseCompany. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its the Initial Purchasers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Company, the Initial Purchasers, each Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified but failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of the indemnity agreement of this Section 4. An indemnifying party may participate at its own expense in the defense of such failureaction. In case any such action shall be brought against any indemnified party and it shall notify the If an indemnifying party so elects within a reasonable time after receipt of the commencement thereofsuch notice, the an indemnifying party shall be entitled to participate therein andparty, to the extent that it shall wish, severally or jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably acceptable to the indemnified parties defendant (or target of) in such action, provided, however, that if (i) representation of such indemnified party similarly notifiedby the same counsel would present a conflict of interest or (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and any such indemnified party reasonably determines that there may be legal defenses available to such indemnified party which are different from or in addition to those available to such indemnifying party, then in the case of clauses (i) or (ii) of this Section 4(c) such indemnifying party and counsel for each indemnifying party or parties shall not be entitled to assume such defense. If an indemnifying party is not entitled to assume the defense thereofof such action as a result of the proviso to the preceding sentence, with counsel reasonably satisfactory for each indemnified party or parties shall be entitled to such indemnified party, and after notice from conduct the indemnifying party to defense of such indemnified party of its election so to assume or parties. If an indemnifying party assumes the defense thereofof such action, in accordance with and as permitted by the provisions of this paragraph, such indemnifying party parties shall not be liable to such indemnified party for any legal fees and expenses of other counsel or any other expenses, in each case subsequently for the indemnified parties incurred by such indemnified party, thereafter in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between such action. In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or elects any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not tothe indemnified parties are actual or potential parties thereto), assume unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the defense of a claim shall not be obligated to pay the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than one counsel for all parties indemnified 45 days after receipt by such indemnifying party with respect of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such claimsettlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, unless in the reasonable judgment of if at any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between time an indemnified party and any other of such indemnified parties with respect to such claim, in which event the shall have requested an indemnifying party shall be obligated to pay reimburse the indemnified party for fees and expenses of such additional counsel, provided that the an indemnifying party shall not be liable for any settlement of the fees and expenses of nature contemplated by Section 4(a)(ii) effected without its consent if such indemnifying party (i) more than one counsel for all Holders of Registrable Securities who are reimburses such indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory party in accordance with such request to the Company), extent it considers such request to be reasonable and (ii) more than one counsel for provides written notice to the underwriters or (iii) more than one counsel for indemnified party substantiating the Companyunpaid balance as unreasonable, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent prior to the entry date of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partysettlement. (de) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of benefits received by the indemnifying party Company on the one hand, and indemnified party the Holders and the Initial Purchasers on the other hand, in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Company on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Company, such indemnifying party the Holders or indemnified party, the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid or payable by a party as a result of Company, the Losses referred to above shall be deemed to include, subject to Holders and the limitations set forth in Section 10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 10(d) 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the consideration equitable considerations referred to above in this Section 10(d4(e). If indemnification is available under this Section 10The aggregate amount of losses, the indemnifying parties shall indemnify each liabilities, claims, damages and expenses incurred by an indemnified party and referred to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for above in this Section 10(d). (e4(e) The shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 10 4(e), no Initial Purchaser shall be required to contribute any amount in addition excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any liability which any indemnifying party may have to any indemnified party and shall survive the termination person who wax xxx xxilty of such fraudulent misrepresentation. For purposes of this AgreementSection 4(e), each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company.

Indemnification; Contribution. (a) The Company shall Operating Partnership agrees to indemnify and hold harmless the Initial Purchasers, each Holder of Registrable Securities their directors and officers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or subparagraph (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Operating Partnership by such the Holder or its counsel Underwriter expressly for use therein, in a Registration Statement (iior any amendment thereto) the use of or any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(athereto), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the CompanyOperating Partnership, its the Initial Purchasers, each underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Operating Partnership, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Operating Partnership by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that but failure to give such notification so notify an indemnifying party shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof, and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereofaction; provided, the indemnifying party shall be entitled however, that counsel to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses (except with the consent of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, in connection with ) also be counsel to the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between . In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, or elects not to, assume without the defense prior written consent of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters settle or (iii) more than one counsel for the Company, in each case in connection with any one action compromise or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to any litigation, or entry into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim, and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry on behalf of any judgment or entry into any settlement without the consent of each indemnifying indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Operating Partnership on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Operating Partnership on the one hand and indemnified party the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Operating Partnership, such indemnifying party the Holders or indemnified party, the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Operating Partnership, the Holders and the Initial Purchasers agree that it would not be just and equitable if contributions pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Holder or Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Holder or Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities 1933 Act) shall be entitled to contribution from any Person who was not xxx xxx guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Operating Partnership, and each Person, if any, who controls the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Operating Partnership. The parties agree that it would not be just and equitable if contribution Initial Purchasers' respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to 4 are several in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party proportion to the full extent provided principal amount of Securities set forth opposite their respective names in Section 10(a) or 10(b), as the case may be, without regard Schedule A to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)Purchase Agreement and not joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) Indemnification by the Company. The Company shall agrees to indemnify ------------------------------ and hold harmless each Holder of Registrable Securities Person who participates as an underwriter (any such Person being an "Underwriter"), each Stockholder and their respective partners, ----------- directors, officers and employees and each Person, if any, who controls such Holder (any Stockholder or any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) Act against any and all losses, liabilities, claims, damages, liabilities judgments and reasonable expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment thereto) pursuant to which Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case of a Prospectus not misleading or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise arising out of or are based upon (i) any such untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission made therefrom of a material fact necessary in reliance on and in conformity with information with respect order to such Holder furnished in writing to make the Company by such Holder or its counsel expressly for use statements therein, (ii) the use of any Prospectus after such time as the obligation in light of the Company to keep effective the Registration Statement of circumstances under which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders they were made, not misleading; provided, however, that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall indemnity agreement does not be liable apply to any Holder -------- ------- Stockholder or to any Person Underwriter or their respective partners, directors, officers and employees and each Person, if any, who controls such Holder (any Stockholder or any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under Act with respect to any loss, liability, claim, damage, judgment or expense to the indemnity agreement in this Section 10(a) for any Losses that arise extent arising out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus made in reliance upon and in conformity with or prior written information furnished to the delivery of written confirmation of the sale of Registrable Securities Company by such Holder to the Person asserting the claim from which Stockholder or such Losses arise and Underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) or (B) the Prospectus would have corrected if such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is was corrected in an amendment amended or supplement supplemented Registration Statement or Prospectus and the Company had furnished copies thereof to the Prospectus and (y) having previously been furnished by selling Underwriter or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or selling Stockholder prior to the delivery relevant date of written confirmation of the sale of Registrable Securities by such Holder Underwriter or such Stockholder to the Person asserting the claim from which such Losses arise. loss, liability, claim, damage, judgment or expense (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectusprovided, in the light case of an Underwritten Offering, the circumstances then existing-------- limitation in this clause (B) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant apply to this Section 10 except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 10 is unavailable to an indemnified party hereunder in respect to any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(dParticipating Stockholder). (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) The Company shall and the Guarantors agree, jointly and severally, to indemnify and hold harmless the Initial Purchasers, each Holder of Registrable Securities Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls such any Holder (or Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (including reasonable attorneys' fees, disbursements and expensesexpense whatsoever, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectusmaterial fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading; (ii) against any and all loss, except liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case insofar as such statements settlement of any litigation, or omissions arise out any investigation or proceeding by any governmental agency or body, commenced or threatened, or of or are any claim whatsoever based upon (i) any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch), reasonably incurred in investigatixx, xxxpxxxxx or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company or the Guarantors by such the Holder or its counsel Underwriter expressly for use therein, in a Registration Statement (iior any amendment thereto) the use of or any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(athereto), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant heretoEach Holder severally, each Holder of Registrable Securities but not jointly, agrees to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its the Guarantors, the Initial Purchasers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company (Company, any of the Guarantors, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) , against any and all other Holders against all Losses incurred by such party pursuant loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained instatements or omissions, made in the Shelf Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company or the Guarantors by such Holder or its counsel specifically expressly for use thereinin the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each no such Holder hereunder shall be limited to liable for any claims hereunder in excess of the proportion amount of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by pursuant to such Shelf Registration Statement. (c) Any Person entitled Each indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder agrees to give prompt written notice to the each indemnifying party after the receipt by such indemnified party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, suit, proceeding or investigation or threat thereof made in writing for which such indemnified but failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the relieve such indemnifying party pursuant to this Section 10 except from any liability hereunder to the extent the indemnifying party shall have been actually it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to may assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party, and after notice from shall pay the fees and expenses of such counsel; provided, however, (i) if the indemnifying party fails to assume such defense in a timely manner or (ii) if there exists or is reasonably likely to exist in the opinion of the indemnified party a conflict of its election so to assume interest or different defenses that would make it inappropriate in the defense thereof, the indemnifying party shall not be liable to judgment of such indemnified party for any legal expenses of other the same counsel or any other expensesto represent both the indemnified party and the indemnifying party, in each case subsequently incurred by then such indemnified party shall be entitled to retain its own counsel at the expense of the indemnifying party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between . In no event shall the indemnifying party and such indemnified party and any other of such indemnified or parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any local counsel) separate from their own counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsactions in the same jurisdiction arising out of the same general allegations or circumstances. An No indemnifying party who is not entitled toshall, or elects not to, assume without the defense prior written consent of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters settle or (iii) more than one counsel for the Company, in each case in connection with any one action compromise or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to any litigation, or entry into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry on behalf of any judgment or entry into any settlement without the consent of each indemnifying indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification from the indemnifying party provided for in this Section 10 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of any losses, liabilities, claims, damages or expenses referred to any Lossestherein, then each indemnifying party shall contribute to the indemnifying partyaggregate amount of such losses, in lieu of indemnifying liabilities, claims, damages and expenses incurred by such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company and indemnified party the Guarantors on the one hand and the Holders and the Initial Purchasers on the other hand in connection with the actions statements or omissions which resulted in such Losseslosses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party the Company and indemnified party the Guarantors on the one hand and the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Company, such indemnifying party the Guarantors, the Holders or indemnified party, the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid Company, the Guarantors, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or payable by a party as a result any other method of allocation which does not take account of the Losses equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include, subject to the limitations set forth in Section 10(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending against any litigation, or any investigation or proceedingproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities 1933 Act) shall be entitled to contribution from any Person under this Section 4 frox xxx Xxrson who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Company or any Guarantor, and each Person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or such Guarantor. The parties agree that it would not be just and equitable if contribution Initial Purchasers' respective obligations to contribute pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to 7 are several in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party proportion to the full extent provided principal amount of Securities set forth opposite their respective names in Section 10(a) or 10(b), as the case may be, without regard Schedule A to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d)Purchase Agreement and not joint. (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.