Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor of the Stockholders and its partners, members, officers, directors, employees and controlling Controlling Persons, if any, and each underwriter, underwriter and its partners, officers, directors, employees and controlling Controlling Persons, if any, in any offering or sale of Common Sharesthe Registrable Securities, including pursuant to Section 5.1, Section 5.2 or Section 5.4, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including actual out-of-pocket fees of counsel reasonably incurred) (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or periodically any such Stockholder or underwriter for any actual out-of-pocket legal or other actual out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor any Stockholder, any underwriter or any underwriter Representative of such Stockholder, expressly for use therein, or by such Stockholder’s failure to furnish the Company, upon request, with the information with respect to such Stockholder, or any underwriter or Representative of such Stockholder, or such Stockholder’s intended method of distribution, that is the subject of the untrue statement or omission.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, to the extent permitted by law, each holder or seller of Registrable Securities and each Person that controls (within the meaning of the Securities Act and the Exchange Act) such holder or seller, and it hereby agrees to, indemnify and hold harmless each Participating Investor and its partners, memberstheir respective stockholders, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officersemployees, directors, employees agents and controlling Persons, if any, in any offering or sale of Common Shares, Affiliates against any all losses, claims, damages damages, liabilities (or liabilities to which each actions or proceedings, whether commenced or threatened, in respect thereof and whether or not such indemnified party may become subjectis a party thereto), insofar as such lossesjoint or several, claims, damages or liabilities, or actions or proceedings in respect thereofand expenses, including any amounts paid in settlement as provided herein attorneys’ fees and disbursements and expenses of investigation (collectively, "Claims"“Losses”), arise arising out of of, based upon, relating to or are based upon an resulting from any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or any preliminary prospectus or final summary prospectus contained therein, related thereto or any amendment thereof or supplement thereto, thereto (or any document incorporated by reference thereinin any of the foregoing) (collectively, or arise out of or are based upon “Offering Documents”), any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were made, not misleading, and or violation or alleged violation by the Company shall, and it hereby agrees to, reimburse each Participating Investor of any applicable federal or state securities law or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred regulation promulgated thereunder, except insofar as the same are caused by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person contained in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter holder expressly for use therein. In connection with an underwritten offering, the Company shall indemnify such underwriters, their stockholders, officers, directors, partners, employees, agents and Affiliates and each Person who controls (within the meaning of the Securities Act and the Exchange Act) such underwriters to the same extent as provided above with respect to the indemnification of the holders or sellers of Registrable Securities.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless each Participating Investor Initial Purchaser, each Holder, each person (a "Controlling Person"), if any, who controls, is controlled by or is under common control with any Initial Purchaser or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and its partners, membersthe respective Affiliates (including joint venture counterparts), officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officersemployees, directorsrepresentatives and agents of any Initial Purchaser, employees the Holders or any Controlling Person (each, an "Indemnified Party"), from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to which each such indemnified party may become subjectunder the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability, claim or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, Prospectus or any preliminary or final prospectus contained thereinIssuer Free Writing Prospectus, or any amendment or supplement thereto, or including any document incorporated by reference therein, or arise in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus, Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they such statements were made, not misleading, and the Company shallshall reimburse, and it hereby agrees toas incurred, reimburse each Participating Investor or any such underwriter the Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be liable required to provide any such Person indemnification pursuant to this Section 6(a) in any such case to the extent that insofar as any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company expressly for use in, any Registration Statement, Prospectus or Issuer Free Writing Prospectus, including, without limitation, information provided to the Company by such Participating Investor Holder in a Notice and Questionnaire; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party; provided further, however, that no Initial Purchaser or any underwriter expressly for use thereinHolder shall be entitled to this indemnity to the extent, and only to the extent, such loss, damage, expense, liability, claim or action arises out of a disposition, pursuant to a Registration Statement, of Registrable Securities by such Initial Purchaser or Holder, as the case may be, during a Suspension Period, provided such Initial Purchaser or Holder, as the case may be, received, prior to such disposition, a Suspension Notice with respect to such Suspension Period.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities or Takedown Offering pursuant to Section 2.01 or Section 2.02, the Company shallwill indemnify, and it hereby agrees to, indemnify defend and hold harmless each Participating Investor and Holder, its partners, members, officersAffiliates, directors, employees officers and controlling Persons, if any, shareholders and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering person who controls Holder within the meaning of either Section 15 of the Securities Act or sale Section 20 of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein the Exchange Act (collectively, "Claims"), arise out of or are based upon an the “Indemnified Persons”) from and against any and all Losses caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement, part of any Registration Statement or any preliminary or final prospectus contained thereinProspectus, or including any amendment or supplement thereto, used in connection with the Registrable Securities or any document incorporated by reference thereinIssuer FWP, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus, in the light of the circumstances in under which they were made, ) not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall will not be liable required to indemnify any Indemnified Person for any Losses resulting from any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission if such untrue statement or alleged omission was made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information with respect to any Indemnified Person furnished in writing to the Company by such Participating Investor in writing by, or at the direction of, Holder or any underwriter Indemnified Person expressly for use thereinin such Registration Statement, Prospectus or Issuer FWP.

Indemnification; Contribution. (a) The Company Corporation shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor Gotham and its partnersControlled Affiliates, membersthe Loan Bank and their respective directors, officers, directors, employees and controlling Controlling Persons, if any, and each underwriter, its partners, directors, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common the Registrable Shares, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including attorneys' fees) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Corporation as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company Corporation shall, and it hereby agrees to, reimburse each Participating Investor periodically Gotham and its Controlled Affiliates, the Loan Bank or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; providedPROVIDED, howeverHOWEVER, that the Company Corporation shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company Corporation by such Participating Investor Person or any underwriter or representative of such Person expressly for use therein, or by such Person's failure to furnish the Corporation, promptly upon request, with the information with respect to such Person, or any underwriter or representative of such Person, or such Person's intended method of distribution, that is the subject of the untrue statement or omission or if the Corporation shall sustain the burden of proving that such Person or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Corporation had previously furnished copies thereof to Gotham, the Loan Bank or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees shall cause each of its Subsidiaries to, indemnify jointly and severally, without limitation as to time, indemnify, defend and hold harmless harmless, to the full extent permitted by law, each Participating Investor and its holder of Registrable Securities, the partners, members, officers, directors, agents and employees and controlling Personsof each of them, if anyeach Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each underwriterthe partners, its partnersmembers, officers, directors, agents and employees of each such controlling person and controlling Personsany financial or investment adviser (each, if anya “Covered Person”), in any offering or sale of Common Sharesto the fullest extent lawful, from and against any and all losses, claims, damages or liabilities to which each such indemnified party may become subjectdamages, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof(whether commenced or threatened), costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (including any amounts paid in settlement as provided herein expenses of investigation) (collectively, "Claims"“Losses”), arise as incurred, arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus or any preliminary form of prospectus or final prospectus contained therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and except to the extent that the same arise out of or are based upon information furnished in writing to the Company shallby such Covered Person or the related holder of Registrable Securities expressly for use therein or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and it hereby agrees to, reimburse each Participating Investor relating to action required of or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred inaction by it the Company in connection with investigating or defending any such Claimsregistration; provided, however, provided that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Person in any such case underwriters within the meaning of the Securities Act to the extent that any such Claims Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (iii) the Company has complied with its obligations under Section 5D(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person. If the Public Offering pursuant to any registration statementstatement provided for under this Section 5 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 5 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 to the same extent as provided in this Section 5F with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or preliminary 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, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein.

Indemnification; Contribution. (a) The To the extent permitted by law, the Company shallwill indemnify each Holder, and it hereby agrees to, indemnify and hold harmless each Participating Investor and of its partners, members, officers, directors, employees members and partners, and each person controlling such Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the registration statement, and each underwriter, if any, and each person who controls any underwriter, its partnersagainst all claims, officerslosses, directorsdamages and liabilities (or actions, employees and controlling Personsproceedings or settlements, if anysuch settlements are effected with the written consent of the Company, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any preliminary such registration, qualification or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees to, will reimburse each Participating Investor or such Holder, each of its officers, directors, members and partners, and each person controlling such Holder, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred by it in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with written information furnished in writing to the Company by such Participating Investor Holder or any underwriter expressly and stated to be specifically for use therein.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, Holder and each underwriterperson who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, its partnersa “Holder Indemnified Party”), officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability or liabilities to claim (including the reasonable cost of investigation) which each such indemnified party Holder Indemnified Party may become subjectincur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement, Shelf Registration Statement or any preliminary Prospectus or final prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or except insofar as any such underwriter for any legal loss, damage, expense, liability or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise claim arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of any Holder to the Company by such Participating Investor or any underwriter expressly for use therein.

Indemnification; Contribution. (aA) The In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Participating Broker-Dealer, the Company shall, and it hereby agrees to, to indemnify and hold harmless the Initial Purchasers, each Holder, each Participating Investor Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and its partners, members, officers, directors, employees and controlling Personseach Person, if any, and each underwriterwho controls any Initial Purchaser, its partnersHolder, officersParticipating Broker-Dealer or Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, directors, employees and controlling the "Section 4 Persons, if any, in any offering or sale of Common Shares"), against any losses, claims, damages damages, liabilities or liabilities to which each such indemnified party may become subject, insofar expenses (including the reasonable cost of investigating and defending against any claims therefore and counsel fees incurred in connection therewith as such lossesexpenses are incurred), claimsjoint or several, damages or liabilitieswhich may be based upon either the 1933 Act, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementthe 1934 Act, or any preliminary other statute or final prospectus contained thereinat common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto, ) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any document incorporated by reference therein, Prospectus included therein (or arise out any amendment or supplement thereto) included or allegedly included an untrue statement of material fact or are based upon any omission or alleged omission omitted to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any unless such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statementreliance upon, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with with, written information furnished in writing to the Company by any such Participating Investor or any underwriter expressly Section 4 Person specifically for use therein.in the preparation thereof; provided that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any such claim shall not relieve it from any liability which it may have to such Section 4 Person otherwise than on account of the indemnity agreement contained in this paragraph; and provided, further, that the foregoing indemnity with respect to any Prospectus, including any preliminary prospectus or preliminary prospectus supplement, shall not inure to the benefit of any Section 4 Person if a copy of the Prospectus (as amended or supplemented, exclusive of the material incorporated by reference) had not been sent or given by 18

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, to indemnify and hold harmless each Participating Investor Holder and its partners, members, officers, directors, employees and controlling Persons, each "person," if any, that controls such Holder within the meaning of Section 15 of the Securities Act for, from and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesand all loss, claimsliability, damages or liabilities claim, damage and expense (including attorneys' fees) to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including the extent resulting from any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, statement pursuant to which Conversion Shares were registered under the Securities Act (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any document incorporated by reference therein, or arise out of or are based upon any from the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statement therein 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), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or except insofar as any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement misstatement or omission or alleged misstatement or omission is made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, therein in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter Holder in writing expressly for use therein.in a registration statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto) relating to the Conversion Shares. As used in this Section 8.5(a), the term "

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, to indemnify and hold harmless harmless, to the extent permitted by law, each Participating Investor Holder of Registrable Securities, its officers and its partners, members, officers, directors, employees and controlling Personseach person, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale who controls such Holder (within the meaning of Common Shares, the Securities Act) against any all losses, claims, damages or liabilities to which each such indemnified party may become subjectdamages, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise and expenses arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementstatement under which Registrable Securities owned by such Holder were registered under the Securities Act, or in any related prospectus or preliminary or final prospectus contained thereinprospectus, or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus or preliminary prospectus, in the light of the circumstances in under which they were made, ) not misleading, and except insofar as the Company shall, and it hereby agrees to, reimburse each Participating Investor same are caused by or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person contained in any information or affidavit with respect to such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information Holder furnished in writing to the Company by such Participating Investor or any underwriter Holder expressly for use thereintherein or by such Holder's failure to furnish the Company upon request with the information with respect to such Holder or such Holder's plan of distribution that is the subject of the untrue statement or omission or by such Holder's failure to deliver a copy of the applicable registration statement or prospectus (exclusive of the documents, if any, from which information is incorporated by reference) after the Company has furnished such Holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will also indemnify the underwriters thereof, their officers and directors, and each person who controls (within the meaning of the Securities Act) such underwriters to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor the Stockholder, the Stockholder’s Subsidiaries and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and their controlling Persons, if any, in any offering or sale of Common Sharesthe Registrable Securities, including pursuant to Section 5.1, Section 5.2 or Section 5.4, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable actual out-of-pocket fees of counsel) (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter periodically the Stockholder and its Subsidiaries for any actual and documented out-of-pocket legal or other actual and documented out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor the Stockholder, any of its Subsidiaries, any underwriter or any underwriter Representative of the Stockholder, expressly for use therein, or by the Stockholder’s failure to furnish the Company, upon request, with the information with respect to the Stockholder or its Subsidiaries, or any underwriter or Representative of the Stockholder, or the Stockholder’s or its Subsidiary’s intended method of distribution, that is the subject of the untrue statement or omission.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article 4, the Company shall, and it hereby agrees to, will indemnify and hold harmless each Participating Investor underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and its stockholders of any such partners), membersand directors, officers, directors, employees and controlling Persons, if anyagents of any of them (a "Selling Holder"), and each underwriterperson who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a "Controlling Person"), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, expenses and liabilities, joint or liabilities several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (iii) any violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse each Participating Investor any state securities or "blue sky" laws or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred by it regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by such Participating Investor underwriter, Selling Holder or any underwriter Controlling Person expressly for use thereinin such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each other underwriter, the Company (including its directors, officers, employees, shareholders and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Selling Holder for indemnification under this Section 4.7(a) exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or (ii) the proceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, Holder and each underwriterperson who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Holder Indemnified Party”), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability, judgment or liabilities to claim (including reasonable legal fees, investigation costs and other expenses) which each such indemnified party Holder Indemnified Party may become subjectincur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability, judgment or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement, Shelf Registration Statement or any preliminary Prospectus or final prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or except insofar as any such underwriter for any legal loss, damage, expense, liability, judgment or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise claim arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of any Holder to the Company by such Participating Investor or any underwriter expressly for use therein.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor member of the Shareholder Group and its partners, membersrespective directors, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common the Registrable Shares, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "Claims") to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification; Contribution. (a) The Company shallOperating Partnership and the Company, jointly and it hereby agrees toseverally, indemnify agree to indemnify, defend and hold harmless each Participating Investor Initial Purchaser, each Holder, each person (a “Controlling Person”), if any, who controls any Initial Purchaser or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and its partners, members, the respective officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officersemployees, directorsrepresentatives and agents of any Initial Purchaser, employees the Holders or any Controlling Person (each, an “Indemnified Party”), from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to which each such indemnified party may become subjectunder the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability, claim or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement or Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or including any document incorporated by reference therein, or arise in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they such statements were made, not misleading, and the Operating Partnership and the Company shall, jointly and it hereby agrees toseverally, reimburse each Participating Investor or any such underwriter reimburse, as incurred, the Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, damage, expense, liability, claim or action in respect thereof; provided, however, that neither the Operating Partnership nor the Company shall not be liable required to provide any such Person indemnification pursuant to this Section 6(a) in any such case to the extent that insofar as any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Operating Partnership and the Company by such Participating Investor or any underwriter expressly for use thereinin, any Shelf Registration Statement or any Prospectus; provided further that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased the Registrable Securities concerned, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, damage, expenses, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus provided the Company had previously furnished sufficient copies of such final prospectus to such Holder in a timely manner as to reasonably permit such Holder to send or give a copy of such final prospectus to such person at or prior to the written confirmation of such sale; provided further, however, that this indemnity agreement will be in addition to any liability which the Operating Partnership or the Company may otherwise have to such Indemnified Party.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, will indemnify and hold harmless each Participating Investor seller of Registrable Securities under the Registration Statement and its partnerssuch seller's agents, membersemployees, directors and officers, directors, employees from and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities liabilities, joint or several, to which each such indemnified party seller may become subjectsubject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities, liabilities (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementthe Registration Statement, or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretothereof, or any document incorporated by reference therein, or arise out of or are based upon any (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shallor (iii) any violation of any applicable securities law, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall will not be liable to any such Person in any such case if and to the extent that any such Claims arise loss, claim, damage or liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished by such seller or an authorized officer of any such seller acting on behalf of such seller and each other person, if any, who controls such seller within the meaning of the Securities Act, or in writing by an authorized officer of the seller of Registrable Securities or by an officer or duly authorized agent or employee of such seller of Registrable Securities specifically for use in such Registration Statement or Prospectus, and, provided further, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue or alleged untrue statement or omission or an alleged omission made in any preliminary prospectus or final prospectus if (1) the Company by delivered to such Participating Investor Holder the final prospectus or any underwriter expressly for use thereinprospectus supplement, (2) such Holder failed to send or deliver a copy of the final prospectus or prospectus supplement with or prior to the delivery of written confirmation of the sale of the Registrable Securities, and (3) the final prospectus or prospectus supplement would have corrected such untrue statement or omission.

Indemnification; Contribution. (a) The To the extent permitted by law, the Company shallwill indemnify Commerce, and it hereby agrees to, indemnify and hold harmless each Participating Investor and of its partners, members, officers, directors, employees members and partners, and each person controlling Commerce, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the Registration Statement, and each underwriter, if any, and each person who controls any underwriter, its partnersagainst all claims, officerslosses, directorsdamages and liabilities (or actions, employees and controlling Personsproceedings or settlements, if anysuch settlements are effected with the written consent of the Company, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like, any preliminary amendments or final prospectus contained therein, or supplements thereto and any amendment or supplement thereto, or any document documents incorporated by reference therein) incident to any such registration, qualification or compliance, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any other applicable securities laws or other federal, state or common law or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse Commerce, reimburse each Participating Investor or of its officers, directors, members and partners, and each person controlling Commerce, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred by it in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with written information furnished in writing to the Company by Commerce or such Participating Investor or any underwriter expressly and stated to be specifically for use therein. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of Commerce and shall survive the transfer of Registrable Securities by Commerce.

Indemnification; Contribution. (a) The Company shallwill indemnify each Holder, and it hereby agrees to, indemnify and hold harmless each Participating Investor and its partners, members, of such Holders’ officers, directors, partners, agents, employees and controlling Personsrepresentatives, if anyeach underwriter, and each underwriterperson controlling such Holder or underwriter within the meaning of Section 15 of the Securities Act, its partnerswith respect to each registration, officers, directors, employees and controlling Persons, if any, in any offering qualification or sale of Common Sharescompliance effected pursuant to this Agreement, against any lossesall expenses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claimsdamages and liabilities (or actions, damages proceedings or liabilities, or actions or proceedings settlements in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or any other document (including any related registration statement, notification or the like) incident to any preliminary such registration, qualification or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, will reimburse each Participating Investor or any such underwriter indemnified person for any legal or and any other out-of-pocket expenses reasonably incurred by it in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability or action; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance based upon and in conformity with written information furnished in writing to the Company by such Participating Investor Holder or any such underwriter expressly and stated to be specifically for use therein. It is agreed that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent has not been unreasonably withheld or delayed).

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless each Participating Investor Holder, each person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Controlling Person”) and its partners, members, the respective officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officersemployees, directorsrepresentatives and agents of the Holders or any Controlling Person (each, employees an “Indemnified Party”), from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to which each such indemnified party may become subjectunder the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability, claim or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement or Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or including any document incorporated by reference therein, or arise in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they were made, not misleading, and the Company shallshall reimburse, and it hereby agrees toas incurred, reimburse each Participating Investor or any such underwriter the Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be liable to (i) insofar as any such Person in any such case to the extent that any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of any Holder to the Company by such Participating Investor or any underwriter expressly for use thereintherein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased the Registrable Securities concerned, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, damage, expense, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, (x) a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder or (y) an amendment or supplement to such final Prospectus if the Company had previously furnished copies thereof to such Holder; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "“Claims"”), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, to indemnify and hold harmless each Participating Investor and Holder of Registrable Securities, its partners, members, officers, directors, members, partners, agents and employees and controlling Personseach Person who controls any such Holder within the meaning of either the Securities Act or the Exchange Act, if anyto the fullest extent permitted by applicable law, from and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages or liabilities damages, liabilities, expenses and actions to which each such indemnified party they or any of them may become subject, subject insofar as such losses, claims, damages or liabilitiesdamages, liabilities and expenses (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementa Registration Statement, the Disclosure Package, or any preliminary preliminary, final or final prospectus contained thereinsummary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement (in light of the circumstances in under which they were made, ) not misleading, and the Company shall, and it hereby agrees to, to reimburse each Participating Investor or any such underwriter indemnified party, as incurred, for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, claim, damage, liability, expense or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, liability or expense arises (i) out of or are is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, therein in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any such Participating Investor Holder specifically for inclusion therein including, without limitation, any notice and questionnaire (including, for the avoidance of doubt, Exhibit B hereto), or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 1(c) hereof. This indemnity clause will be in addition to any underwriter expressly for use thereinliability which the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees shall cause each of its Subsidiaries to, indemnify jointly and severally, without limitation as to time, indemnify, defend and hold harmless harmless, to the full extent permitted by law, each Participating Investor and its holder of Registrable Securities, the partners, members, officers, directors, agents and employees and controlling Personsof each of them, if anyeach Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each underwriterthe partners, its partnersmembers, officers, directors, agents and employees of each such controlling person and controlling Personsany financial or investment adviser (each, if anya “Covered Person”), in any offering or sale of Common Sharesto the fullest extent lawful, from and against any and all losses, claims, damages or liabilities to which each such indemnified party may become subjectdamages, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof(whether commenced or threatened), costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (including any amounts paid in settlement as provided herein expenses of investigation) (collectively, "Claims"“Losses”), arise as incurred, arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus or any preliminary form of prospectus or final prospectus contained therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and except to the extent that the same arise out of or are based upon information furnished in writing to the Company shallby such Covered Person or the related holder of Registrable Securities expressly for use therein or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and it hereby agrees to, reimburse each Participating Investor relating to action required of or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred inaction by it the Company in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Person in any such case underwriters within the meaning of the Securities Act to the extent that any such Claims Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (A) such registration statementPerson failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (B) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission and (C) the Company has complied with its obligations under Section 5D(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person. If the Public Offering pursuant to any Registration Statement provided for under this Section 5 is made through underwriters, (x) 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 and (y) 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 to the same extent as provided in this Section 5F with respect to the indemnification of the holders of Registrable Securities; provided, that the Company shall not be required to indemnify any such underwriter, or preliminary 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, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, Holder and each underwriterperson who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, its partnersa “Holder Indemnified Party”), officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability or liabilities to claim (including the reasonable cost of investigation) which each such indemnified party Holder Indemnified Party may become subjectincur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement, Shelf Registration Statement or any preliminary Prospectus or final prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of any Holder to the Company shallexpressly for use therein, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable required to provide any such Person indemnify pursuant to this Section 6(a) in any such case to the extent that insofar as any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with written information pertaining to the Initial Purchaser or Holder furnished in writing by or on behalf of the Initial Purchaser or Holder to the Company by such Participating Investor or any underwriter expressly for use thereinin, any Shelf Registration Statement or any Prospectus, including information provided by such Holder in a Notice and Questionnaire; provided further that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased such Registrable Securities, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, damage, expense, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder; provided further, that this indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Registrable Securities by a Notice Holder to whom the Company theretofore provided a Suspension Notice in accordance with Section 3(i).

Indemnification; Contribution. (a1) The In the event of any registration of any Registrable Securities pursuant to the terms of Section 6, the Company shall, and it hereby agrees to, will indemnify and hold harmless harmless, to the fullest extent permitted by law, each Participating Investor of the Designated 66 20 Holders and its partnerstheir respective Affiliates, membersdirectors, officers, directorspartners, employees trustees, employees, legal counsel, accountants, financial advisors and controlling Personsagents, and each other Person, if any, who controls (within the meaning of the Securities Act and each underwriter, its partnersthe Exchange Act) such Designated Holder or any such directors, officers, directorspartners, employees trustees, employees, legal counsel, accountants, financial advisors and controlling Personsagents (each of the foregoing, if any, in any offering or sale of Common Shares, a "designated indemnified party") against any and all losses, claims, damages damages, liabilities and expenses (including reasonable costs of investigation), joint or liabilities several, to which each such designated indemnified party may become subjectsubject under the Securities Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities, expenses (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage or liability (or actions or proceedings in respect thereof) arises out of or are is based upon an (x) any untrue statement of any material fact or alleged untrue statement (y) any omission to state a material fact required to be stated therein or omission or alleged omission made necessary to make the statements therein not misleading in such registration statement, or preliminary or final prospectusRegistration Statement, or amendment or supplement thereto, in reliance upon and in conformity with written information concerning such Designated Holder and furnished in writing to the Company by such Participating Investor or any underwriter expressly for use thereinin the preparation thereof.

Indemnification; Contribution. (a) The Company shalland each of the Guarantors, jointly and it hereby agrees toseverally, agree to indemnify and hold harmless each Holder of the Securities, any Participating Investor Broker-Dealer and its partnerseach of their respective affiliates, membersdirectors, officers, directors, employees and controlling Persons, if any, agents and each underwriterperson who controls (within the meaning of either the Securities Act or the Exchange Act) any Holder of the Securities or any Participating Broker-Dealer, its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages or liabilities liabilities, joint or several, to which each such indemnified party they or any of them may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, liabilities (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement, a Registration Statement as originally filed or any preliminary or final prospectus contained therein, or in any amendment or supplement thereto, or any document incorporated by reference thereinthereof, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the prospectus included in a Registration Statement or in any preliminary prospectus or any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act), or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and the Company shall, and it hereby agrees to, to reimburse each Participating Investor or any such underwriter indemnified party, as incurred, for any legal or other out-of-pocket expenses reasonably incurred by it such party in connection with investigating or defending any such Claimsloss, claim, damage, liability or action; provided, however, that the Company shall and the Guarantors will not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, liability or action arises out of or are is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, therein in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holders or any such Participating Investor Broker-Dealer specifically for inclusion therein. The Company and the Guarantors shall also indemnify the underwriters in connection with any Shelf Registration, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested in writing by such Holders. This indemnity agreement will be in addition to any underwriter expressly for use thereinliability which the Company or the Guarantors may otherwise have.

Indemnification; Contribution. (a) The Company shallBy CB&I. To the extent permitted by law, (i) CB&I will indemnify each Selling Purchaser, each of its officers and directors, partners, members and each person controlling such Selling Purchaser within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and it hereby agrees to, indemnify and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Personsunderwriter, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in person who controls any offering or sale underwriter within the meaning of Common SharesSection 15 of the Securities Act, against any lossesall expenses, claims, losses, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, (or actions or proceedings in respect thereof), including any amounts paid of the foregoing incurred in settlement as provided herein (collectivelyof any litigation, "Claims")commenced or threatened, arise arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, offering circular or any preliminary or final prospectus contained thereinother document, or any amendment or supplement thereto, incident to any such registration, qualification or any document incorporated by reference thereincompliance, or arise out of or are based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of therein not misleading (except insofar as the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor same are caused by or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person contained in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company CB&I by such Participating Investor or any underwriter Selling Purchaser expressly for use therein.therein or by such Selling Purchaser's failure to deliver a copy of the prospectus or any amendments or supplements thereto after CB&I has furnished the Selling Purchaser with a sufficient number of copies of the same), or any violation by CB&I of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to CB&I in connection with any such registration,

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, to indemnify and hold harmless each Participating Investor Underwriter and its partners, members, officers, directors, employees and controlling Personseach person, if any, who controls any Underwriter within the meaning of Section 15 of the Act, and each underwriterand all of them, its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, liabilities or liabilities actions, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which each such indemnified party they or any of them may become subjectsubject under the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilitiesdamages, liabilities or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in any registration statementthe Registration Statement, or any preliminary or final prospectus contained thereinprospectus, the Prospectus or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that (1) the indemnity agreements of the Company contained in this Section 11(a) shall not be liable apply to any such Person in any losses, claims, damages, liabilities or actions if such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter for use in such Participating Investor preliminary prospectus, the Registration Statement or the Prospectus, or such amendment or supplement, as specified in Section 3(iii) hereof, and (2) the indemnity agreements contained in this Section 1l (a) with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages, liabilities or actions purchased the Units which are the subject thereof if at or prior to the written confirmation of the sale of the Units a copy of the Prospectus (or the Prospectus as amended or supplemented) was not sent or delivered to such person and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented), unless such failure to deliver the Prospectus was a result of noncompliance by the Company with the provisions of Section 7(b). (b) Each Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who shall have signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Act, to the same extent as the foregoing indemnity from the Company to such Underwriter, but only insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any statement in or omission or alleged omission from the Registration Statement, and preliminary prospectus, the Prospectus or any underwriter expressly amendment or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriters specifically for use thereinin connection with the preparation of the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement thereto; provided, however, that the aggregate amount which may be recovered from each Underwriter pursuant to the indemnification granted hereby shall be limited to the total price at which the Units purchased by such Underwriter hereunder were offered to the public.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor Holder and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Sharesthe Participating Shares pursuant to a registration statement hereunder, against any losses, claims, damages (including reasonable attorney’s fees) or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”) to which each such indemnified party may become subjectsubject (and the Company will pay to each such Participating Holder or other aforementioned person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any Claim as such expenses are incurred), insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in each case in light of the circumstances in which they were made, not misleading, and misleading or (iii) any violation by the Company shall, and it hereby agrees to, reimburse each Participating Investor indemnifying party (or any such underwriter for of its agents or Affiliates, but excluding any legal Holder) of the Securities Act, the Exchange Act, any state securities law, or other out-of-pocket expenses reasonably incurred by it in connection with investigating any rule or defending regulation promulgated under the Securities Act, the Exchange Act or any such Claimsstate securities law; provided, however, provided that the Company shall not be liable to any such Person Participating Holder in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by such Participating Investor or any underwriter expressly Holder for use therein, or by any Holder’s failure to furnish the Company, upon request, with the information with respect to such Holder, or such Holder’s intended method of distribution, that is the subject of the untrue statement or omission, or if any Holder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Participating Holders, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, to indemnify and hold harmless the Initial Purchasers, each Holder and each Participating Investor Broker-Dealer, and its their respective partners, members, directors and officers, directors, employees and controlling Personseach Person, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in who controls any offering Holder within the meaning of Section 15 of the 1933 Act or sale Section 20 of Common Shares, the 1934 Act against any losses, claims, damages or liabilities liabilities, joint or several, to which each such indemnified party Holder may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities, liabilities (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, any Prospectus, or any preliminary or final prospectus contained therein, or any amendment amendments or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, will reimburse each Participating Investor or any such underwriter Holder for any legal or other out-of-pocket expenses reasonably incurred by it such Holder in connection with investigating or defending any such Claimslosses, claims, damages, liabilities or action as such expenses are incurred; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage or liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in from any of such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, documents in reliance upon and in conformity with written information furnished in writing to the Company by such Participating Investor or any underwriter expressly Holder specifically for use therein.

Indemnification; Contribution. (a) The Company shallTo the extent permitted by law, and it hereby agrees tothe Partnership will indemnify each Holder, indemnify and hold harmless each Participating Investor and of its partners, members, officers, directors, employees members and partners, and each person controlling Personssuch Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, its partnersagainst all claims, officerslosses, directorsdamages, employees liabilities and controlling Personsjudgments (or actions, proceedings or settlements, if anysuch settlements are effected with the written consent of the Partnership, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any preliminary such registration, qualification or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallPartnership of the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Partnership, and it hereby agrees to, will reimburse each Participating Investor or such Holder, each of its officers, directors, members and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred by it in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall Partnership will not be liable to any such Person in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based on any untrue statement or omission made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Partnership by such Holder or underwriter and stated to be specifically for use therein, and provided, further, that the Partnership shall not be liable to the extent that any such loss, claim, damage, liability, expense or action arises out of such person’s failure to send or give a copy of the final prospectus or supplement to the persons asserting an untrue statement or alleged untrue statement or omission or alleged omission made 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 registration statement, final prospectus or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use thereinsupplement.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article V, the Company shall, and it hereby agrees to, will indemnify and hold harmless each Participating underwriter and each Mezzanine Investor who offers or sells any such Registrable Interests in connection with such registration statement (including their respective partners (including partners of partners and its stockholders and members of any such partners), and directors, officers, managers, members, officers, directors, employees and controlling Persons, if anyagents of any of them (a “Selling Holder”), and each underwriterperson who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Controlling Person”), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, expenses and liabilities, joint or liabilities several (including any investigation, reasonable legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), as the same are incurred to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (iii) any violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse each Participating Investor any state securities or “blue sky” laws or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred by it regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by such Participating Investor Selling Holder or any underwriter Controlling Person expressly for use thereinin such registration statement or is due to the failure of such Selling Holder or Controlling Person to deliver a copy of the prospectus or any supplements thereto a reasonable period of time after the Company has furnished such Selling Holder or Controlling Person with a sufficient number of copies of the same or by the delivery of prospectuses by such Selling Holder or Controlling Person after the Company notified such Selling Holder or Controlling Person in writing to discontinue delivery of prospectuses. With respect (i) to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder or Controlling Person expressly for use in such registration statement or (ii) to the failure of any Selling Holder of Controlling Person to refrain from delivering any prospectus or supplements thereto a reasonable period of time following notice from the Company to discontinue delivery such prospectus or supplements, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees, agents and Controlling Persons), and each other Selling Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, agents and Controlling Person of any of them), from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Selling Holder or Controlling Person for indemnification under this Section 5.6(a) in its capacity as such exceed the net proceeds (before deducting expenses) received by such Selling Holder from its sale of Registrable Interests under such registration statement.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each the Participating Investor Holder and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Sharesthe Participating Shares pursuant to a registration statement hereunder, against any losses, claims, damages (including reasonable attorney’s fees) or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”) to which each such indemnified party may become subjectsubject (and the Company will pay to the Participating Holder or other aforementioned person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any Claim as such expenses are incurred), insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in each case in light of the circumstances in which they were made, not misleading, and misleading or (iii) any violation or alleged violation by the Company shall, and it hereby agrees to, reimburse each Participating Investor indemnifying party (or any such underwriter for of its agents or Affiliates) of the Securities Act, the Exchange Act, any legal state securities law, or other out-of-pocket expenses reasonably incurred by it in connection with investigating any rule or defending regulation promulgated under the Securities Act, the Exchange Act or any such Claimsstate securities law; provided, however, that the Company shall not be liable to any such Person the Participating Holder in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by the Participating Holder with respect to such Participating Investor or any underwriter Holder expressly for use therein, by such Participating Holder’s failure to furnish the Company, upon request, with the information with respect to such Participating Holder, or such Participating Holder’s intended method of distribution, that is the subject of the untrue statement or omission, or if such Participating Holder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Participating Holder, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification; Contribution. (a) The In the event of any registration of any Registrable Securities under the 1933 Act, the Company shall, and it hereby agrees to, shall indemnify and hold harmless each Participating Investor (i) in the case of any registration statement (including any related notification or document incident to such registration statement) filed pursuant to Section 3.01, the seller of any Registrable Securities covered by such registration statement, its directors and its partners, members, officers, directorseach officer and director of each underwriter, employees each other Person who participates as an underwriter in the offering or sale of such Registrable Securities and controlling Personseach other Person, if any, and each who controls such seller or any such underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale within the meaning of Common Sharesthe 1933 Act, against any losses, claims, damages damages, liabilities and expenses (including -15- 18 reasonable fees and expenses incurred in connection with enforcing the provisions of this Section 3.03(a)), joint or liabilities several, to which each any such indemnified party may become subjectsubject under the 1933 Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities, expenses (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement under which such Registrable Securities were registered under the 1933 Act, or any preliminary or prospectus (unless any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, will reimburse each Participating Investor or any such underwriter indemnified parties for any legal or any other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, claim, liability, action or proceeding; provided, however, provided that the Company shall not be liable to any such Person in any such case and shall not indemnify any Person to the extent that any such Claims arise loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such registration statement, or preliminary or prospectus, final prospectus, or summary prospectus, amendment or supplement thereto, in reliance or document incorporated by reference based upon and in conformity with written information furnished in writing by such Person to the Company for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified parties and shall survive the transfer of such securities by such Participating Investor or any underwriter expressly seller. The Company shall agree to provide for use thereincontribution relating to such indemnity pursuant to Section 3.03(b) below.

Indemnification; Contribution. (a) The Incident to any registration statement filed hereunder, the Company shall, and it hereby agrees to, will indemnify and hold harmless each Participating Investor and Holder, including its partners, membersdirectors, officers, directors, employees and controlling Persons, if anyagents, and each underwriterperson who controls any of them (a "Controlling Person") within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934,a s amended (the "Exchange Act"), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, expenses and liabilities, joint or liabilities several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (iii) any violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse each Participating Investor any state securities or "blue sky" laws or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred by it regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by such Participating Investor Holder or any underwriter Controlling Person expressly for use therein.in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by Holder or a Controlling Person expressly for use in such registration statement, Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each

Indemnification; Contribution. (a) The Company shall, and it hereby agrees shall cause each of its Subsidiaries to, indemnify jointly and severally, without limitation as to time, indemnify, defend and hold harmless harmless, to the full extent permitted by law, each Participating Investor and its holder of Registrable Securities, the partners, members, officers, directors, agents, representatives and employees and controlling Personsof each of them, if anyeach Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each underwriterthe partners, its partnersmembers, officers, directors, agents, representatives and employees of each such controlling person and controlling Personsany financial or investment adviser (each, if anya "Covered Person"), in any offering or sale of Common Sharesto the fullest extent lawful, from and against any and all losses, claims, damages or liabilities to which each such indemnified party may become subjectdamages, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof(whether commenced or threatened), costs (including any amounts paid in settlement as provided herein costs of preparation and attorneys' fees) and expenses (including expenses of investigation) (collectively, "ClaimsLosses"), arise as incurred, arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus or any preliminary form of prospectus or final prospectus contained therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and except to the extent that the same arise out of or are based upon information furnished in writing to the Company shallby such Covered Person or the related holder of Registrable Securities expressly for use therein or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and it hereby agrees to, reimburse each Participating Investor relating to action required of or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred inaction by it the Company in connection with investigating or defending any such Claimsregistration; provided, however, provided that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Person in any such case underwriters within the meaning of the Securities Act to the extent that any such Claims Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such registration statement, Person failed to send or preliminary deliver a copy of the prospectus with or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing prior to the Company delivery of written confirmation of the sale by such Participating Investor Person to the Person asserting the claim from which such Losses arise, (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (iii) the Company has complied with its obligations under Section 3.4(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person. 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 underwriter expressly for use thereinother Person pursuant to the preceding sentence.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Article IV, and it hereby agrees tosubject to applicable law, the Company will indemnify and hold harmless each Participating underwriter or Investor who offers or sells any such Registrable Shares in connection with such registration statement (a "Selling Stockholder") (and in each case its partners (including partners of partners and stockholders of any such partners, members) and directors, officers, directors, employees and controlling Persons, if any, agents of any of them) and each underwriterperson who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a "Controlling Person"), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, expenses and liabilities, joint or liabilities several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (iii) any violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse each Participating Investor any state securities or "blue sky" laws or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred by it regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by such Participating Investor underwriter, Selling Stockholder or any underwriter Controlling Person expressly for use thereinin such registration statement or any willful or knowing violation of applicable securities laws. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Stockholder expressly for use in such registration statement, such Selling Stockholder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each Investor (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them) so registered, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Selling Stockholder for indemnification under this Section 4.6(a) in its capacity as such (and not in its capacity as an officer or director of the Company) exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Stockholder or (ii) the proceeds received by such Selling Stockholder from its sale of Registrable Shares under such registration statement.

Indemnification; Contribution. (a) The Company shall4.4.1 Incident to any registration statement referred to in this Section 4, and it hereby agrees tosubject to applicable law, the Company will indemnify and hold harmless each Participating Investor and Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners, membersdirectors, officers, directors, employees and controlling Persons, if anyagents), and each underwriterperson who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a "Controlling Person"), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, expenses and liabilities, joint or liabilities several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (a) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (b) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or any violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse each Participating Investor any state securities or "blue sky" laws or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred by it regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, -------- ------- that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by such Participating Investor Holder or any underwriter Controlling Person expressly for use thereinin such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Holder expressly for use in such registration statement, such Holder will indemnify and hold harmless the Company (including its directors, officers, employees and agents), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Holder for indemnification under this Section 4.4.1 in its capacity as such (and not in its capacity as an officer or director of the Company) exceed the proceeds received by such Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless each Participating harmless, or cause to be indemnified and held harmless, the Investor and its partners, members, officers, directors, employees and controlling Personsmanagers, if any, and each underwriter, its partners, officersemployees, directorsagents, employees representatives, trustees and controlling Persons, if any, in any offering or sale of Common the Registrable Shares, against any losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees and expenses of counsel) or Actions in respect thereof (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein (collectively, "Claims"), herein) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating reimburse, upon request, the Investor or any such underwriter for any legal or other out-of-pocket fees and expenses reasonably incurred and documented by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person the Investor (or its officers, directors, managers, partners, employees, agents, representatives, trustees and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information the Required Investor Information furnished in writing to the Company in writing by such Participating the Investor or on behalf of the Investor by any underwriter Representative of the Investor, expressly for use therein, that is the subject of the untrue statement or omission.

Indemnification; Contribution. (a) The Company Issuer of the securities to be registered in the relevant registration shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor DoCoMo and its partners, membersrespective directors, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Sharesthe Registrable Securities, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "Claims") to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Issuer as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company Issuer shall, and it hereby agrees to, reimburse each Participating Investor periodically DoCoMo or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; provided, however, that the Company Issuer shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, (i) in reliance upon and in conformity with information furnished in writing to the Company Issuer by such Participating Investor DoCoMo or any underwriter or representative of DoCoMo expressly for use therein, or by DoCoMo's failure to furnish the Issuer, upon request, with the information with respect to DoCoMo, or any underwriter or representative of DoCoMo, or DoCoMo's intended method of distribution, that is the subject of the untrue statement or omission or (ii) if the Issuer shall sustain the burden of proving that DoCoMo or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Issuer had previously furnished copies thereof to DoCoMo or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "ClaimsCLAIMS"), arise out of or are based upon an untrue statement state- ment or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; providedPROVIDED, howeverHOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein.

Indemnification; Contribution. (a) The To the extent permitted by law, the Company shallwill indemnify Kraif, his assignee and it hereby agrees to, indemnify and hold harmless each Participating Investor and its partners, members, of their officers, directors, employees members and partners, and each person controlling it, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the Registration Statement, and each underwriter, if any, and each person who controls any underwriter, its partnersagainst all claims, officerslosses, directorsdamages and liabilities (or actions, employees and controlling Personsproceedings or settlements, if anysuch settlements are effected with the written consent of the Company, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like, any preliminary amendments or final prospectus contained therein, or supplements thereto and any amendment or supplement thereto, or any document documents incorporated by reference therein) incident to any such registration, qualification or compliance, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any other applicable securities laws or other federal, state or common law or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse Kraif, reimburse each Participating Investor or of its officers, directors, members and partners, and each person controlling Kraif, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred by it in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with written information furnished in writing to the Company by Kraif or such Participating Investor or any underwriter expressly for use therein. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of Kraif and shall survive the transfer of Registrable Securities by Kraif.

Indemnification; Contribution. (a) The Company shallEach Issuer, jointly and it hereby severally, agrees toto indemnify, indemnify defend and hold harmless the Initial Purchaser, each Participating Investor Holder, each person (a "Controlling Person"), if any, who controls the Initial Purchaser or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and its partners, members, the respective officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officersemployees, directorsrepresentatives and agents of the Initial Purchaser, employees the Holders or any Controlling Person (each, an "Indemnified Party"), from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to which each such indemnified party may become subjectunder the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability, claim or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement or Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or including any document incorporated by reference therein, or arise in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they such statements were made, not misleading, and the Company Issuers shall, jointly and it hereby agrees toseverally, reimburse each Participating Investor or any such underwriter reimburse, as incurred, the Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company Issuers shall not be liable required to provide any such Person indemnity pursuant to this Section 6(a) in any such case to the extent that insofar as any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of the Initial Purchaser or a Holder to the Company by such Participating Investor or any underwriter expressly for use thereinin, any Shelf Registration Statement or any Prospectus; provided further that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased the Registrable Securities concerned, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, damage, expense, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus, provided the Company had previously furnished sufficient copies of such final prospectus to such Holder in a timely manner as to reasonably permit such Holder to send or give a copy of such final prospectus to such person at or prior to the written confirmation of such sale; provided further, however, that (i) this indemnity agreement will be in addition to any liability which the Issuers may otherwise have to such Indemnified Party; and (ii) the Issuers shall not be required to provide any indemnity pursuant to this Section 6(a) insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon an offer or sale, during a Suspension Period for which the Issuers have duly given a Suspension Notice in accordance herewith, of Registrable Securities pursuant to a Shelf Registration Statement by a Notice Holder who had theretofore duly received such Suspension Notice.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shallwill, and it hereby agrees toto the extent permitted by law, indemnify and hold harmless each Participating Investor Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and its stockholders of any such partners), membersand directors, officers, directorsstockholders, employees affiliates, employees, representatives and controlling Persons, if anyagents of any of them, and each underwriterperson who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, reasonable expenses and liabilities, joint or liabilities several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement [of a material fact fact] contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any (1) such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by or on behalf of such Participating Investor Holder in accordance with Section 4(a) of this Agreement for use in such registration statement, or (2) in the case of a sale directly by such Holder (including a sale of Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act or any underwriter expressly state securities laws, or (iii) any violation or alleged violation by any other party hereto, of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by or on behalf of such Holder in accordance with Section 4(a) of this Agreement for use thereinin such registration statement, such Holder will severally and not jointly indemnify and hold harmless the Company (including its directors, officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, provided, however, that the indemnification obligations of the Holder contained in this subsection 5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that, in no event shall any indemnity under this subsection 5(a) exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.

Indemnification; Contribution. (a) The Company shallagrees (i) to indemnify, and it hereby agrees to, indemnify defend and hold harmless each Participating Investor and Placement Agent, its partners, membersdirectors, officers, directors, employees and controlling Personsagents, and each person, if any, who controls such Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and each underwriterthe successors and assigns of all of the foregoing persons, its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability or liabilities to claim (or actions in respect thereof as contemplated below) which each such indemnified party Placement Agent or any such person may become subjectincur under the Act, the Exchange Act, the common law or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities, claim (or actions or proceedings in respect thereof, including any amounts paid in settlement thereof as provided herein (collectively, "Claims"), arise contemplated below) arises out of or are is based (A) in whole or in part upon an any inaccuracy in the representations and warranties of the Company contained herein, (B) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law, (C) upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained thereinthe Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or any document incorporated by reference thereinRule 430C under the Act, or arise out of or are based upon any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (D) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, or (E) in whole or in part upon any act or failure to act or alleged act or failure to act by such Placement Agent in reliance upon (A), (B), (C) or (D), and in connection with or relating in any manner to the Shares or the offering contemplated hereby, and which is included as part of any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (A), (B), (C) or (D) above, provided that the Company shallshall not be liable under this clause (E) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted primarily from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its bad faith, gross negligence or willful misconduct and it hereby agrees to, (ii) to reimburse each Participating Investor or any Placement Agent, its officers, directors, employees, agents and each such underwriter controlling person for any legal or other out-of-pocket and all expenses (including the fees and disbursements of counsel chosen by such Placement Agent) as such expenses are reasonably incurred by it such Placement Agent, or its officers, directors, employees and agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such Claimsloss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable apply to any such Person in any such case loss, claim, damage, liability or expense to the extent that any such Claims arise extent, but only to the extent, arising out of or are based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by such Participating Investor or any underwriter the Placement Agents expressly for use thereinin the Registration Statement, any Issuer Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor the Stockholder and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, underwriter and its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common the Registrable Shares, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor periodically the Stockholder or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor the Stockholder, any underwriter or any underwriter Representative of the Stockholder, expressly for use therein, or by the Stockholder’s failure to furnish the Company, upon request, with the information with respect to the Stockholder, or any underwriter or Representative of the Stockholder, or the Stockholder’s intended method of distribution, that is the subject of the untrue statement or omission.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to this Article III, the Company shall, and it hereby agrees to, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, each Participating of the Investors and their respective Affiliates, the Investors’ Representative and each of its Affiliates, and each Person who controls an Investor or the Investors’ Representative within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, in each case other than any Affiliate that is an Excluded GIC Entity or any Excluded Portfolio Company Pension Fund, and its the directors, officers, employees, partners, affiliates, members, officersmanagers, directorsshareholders, employees assignees and controlling representatives of each of the foregoing (collectively, the “Indemnified Persons, if any, ”) from and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages or liabilities to which each such indemnified party may become subjectdamages, insofar as such losses, claims, damages or liabilities, judgments, actions and expenses (including reasonable attorneys’ fees) (“Losses”) joint or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise several arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementpart of any Registration Statement, or any preliminary or final prospectus contained thereinor other disclosure document used in connection with the Registrable Securities, any Issuer FWP or any amendment or supplement theretoto any of the foregoing, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus, in the light of the circumstances in under which they were made, ) not misleading, and misleading or (ii) any violation or alleged violation by the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for of its Subsidiaries of any legal federal, state, foreign or other out-of-pocket expenses reasonably incurred by it common law rule or regulation applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with investigating or defending any such Claimsregistration, Registration Statement, other disclosure document or Issuer FWP; provided, however, that the Company shall will not be liable required to indemnify any Indemnified Person for any losses, claims, damages, liabilities, judgments, actions or expenses resulting from any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission if such untrue statement or alleged omission was made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information with respect to any Indemnified Person furnished in writing to the Company in writing by such Participating Investor or any underwriter the Investors expressly for use therein.

Indemnification; Contribution. (a) The Company shallIn the event of any registration of any equity securities of the Corporation under the Securities Act or applicable Canadian securities Laws, the Corporation will, and it hereby agrees todoes, indemnify and hold harmless each Participating Investor harmless, in the case of any registration statement filed pursuant to Section 2 or 3 hereof, the seller of any Registrable Shares covered by such registration statement, its respective affiliates, directors and its partners, members, officers, directorseach other Person who participates as an underwriter in the offering or sale of such securities, employees each officer and controlling Personsdirector of each such underwriter, each other Person, if any, who controls such seller or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each underwriter, its partners, officers, directors, employees Person affiliated with or retained by such seller and controlling Persons, if any, in any offering or sale of Common Shareswho may be subject to liability under applicable securities Laws, against any losses, claims, damages damages, liabilities and expenses, joint or liabilities several, to which each such indemnified party they or any of them may become subjectsubject under the Securities Act, applicable Canadian securities Laws or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities, expenses (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement under which such securities were registered under the Securities Act, or any preliminary or prospectus, final prospectus contained or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or (iii) any violation by the Company shall, and it hereby agrees to, reimburse each Participating Investor Corporation of any applicable securities Laws relating to action or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred inaction required by it the Corporation in connection with investigating such offer, sale or defending any other disposition under such ClaimsLaws; provided, however, that the Company Corporation shall not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or are is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or any such preliminary or prospectus, final prospectus, or summary prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company Corporation for use in the preparation thereof by such Participating Investor seller or underwriter, as the case may be, or (y) an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus but notified to such seller and underwriter prior to any sale or other disposition of Registrable Shares and subsequently corrected by the Corporation in any final prospectus, amendment or supplement made available to such seller or underwriter but which final prospectus, amendment or supplement was not used by such seller or underwriter in the sale or other disposition of Registrable Shares that gave rise to such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense. This indemnity shall be in addition to any liability the Corporation may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, underwriter expressly for use thereinor controlling Person and shall survive the transfer of such securities by such seller. The Corporation shall reimburse indemnifiable expenses hereunder as and when incurred.

Indemnification; Contribution. (aA) The In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Participating Broker-Dealer, the Company shall, and it hereby agrees to, to indemnify and hold harmless the Initial Purchasers, each Holder, each Participating Investor Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and its partners, members, officers, directors, employees and controlling Personseach Person, if any, and each underwriterwho controls any Initial Purchaser, its partnersHolder, officersParticipating Broker-Dealer or Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, directors, employees and controlling the "Section 4 Persons, if any, in any offering or sale of Common Shares"), against any losses, claims, damages damages, liabilities or liabilities to expenses (including the reasonable cost of investigating and defending against any claims therefore and counsel fees incurred in connection therewith), joint or several, which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesbe based upon either the 1933 Act, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementthe 1934 Act, or any preliminary other statute or final prospectus contained thereinat common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto, ) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any document incorporated by reference therein, Prospectus included therein (or arise out any amendment or supplement thereto) included or allegedly included an untrue statement of material fact or are based upon any omission or alleged omission omitted to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company shall, and it hereby agrees to, reimburse each Participating Investor or by any such underwriter Section 4 Person specifically for use in the preparation thereof; PROVIDED that in no case is the Company to be liable with respect to any legal claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any such Claimsclaim shall not relieve it from any liability which it may have to such Section 4 Person otherwise than on account of the indemnity agreement contained in this paragraph; providedand PROVIDED, howeverFURTHER, that the Company foregoing indemnity with respect to any Prospectus, including any preliminary prospectus or preliminary prospectus supplement, shall not be liable inure to the benefit of any Section 4 Person if a copy of the Prospectus (as amended or supplemented) at the time of sale had not been sent or given by or on behalf of such Section 4 Person to the Person asserting any such losses, claims, damages or liabilities concurrently with or prior to delivery of the written confirmation of the sale of Exchange Securities or Registrable Securities, as the case may be, to such Person in any such case to and the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission of a material fact contained in any such Prospectus was corrected in the Prospectus (as amended or alleged omission made supplemented). The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such registration statementliability, or preliminary or final prospectusbut, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to if the Company elects to assume the defense, such defense shall be conducted by such Participating Investor or any underwriter expressly for use thereincounsel chosen by it.

Indemnification; Contribution. (a) The To the extent permitted by law, the Company shallwill indemnify the Investor, and it hereby agrees to, indemnify and hold harmless each Participating Investor and of its partners, members, officers, directors, employees members and partners, and each person controlling such Investor, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the registration statement, and each underwriter, if any, and each person who controls any underwriter, its partnersagainst all claims, officerslosses, directorsdamages and liabilities (or actions, employees and controlling Personsproceedings or settlements, if anysuch settlements are effected with the written consent of the Company, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification of the like) incident to any such registration, qualification or any preliminary or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated sated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse the Investor, reimburse each Participating Investor or of its officers, directors, members and partners, and each person controlling such Investor, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred by it in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with written information furnished in writing to the Company by such Participating Investor or any underwriter expressly and stated to be specifically for use therein.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, to indemnify and hold harmless each Participating Investor holder and its partners, members, officers, directors, employees and controlling Persons, each "person," if any, that controls such holder within the meaning of Section 15 of the Securities Act for, from and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesand all loss, claimsliability, damages or liabilities claim, damage and expense (including attorneys' fees) to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including the extent resulting from any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, Registration Statement pursuant to which Registrable Securities were registered under the Securities Act (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any document incorporated by reference therein, or arise out of or are based upon any from the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statement therein 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), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or except insofar as any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement misstatement or omission or alleged misstatement or omission is made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, therein in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter holder in writing expressly for use thereinin a Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto) relating to the Registrable Securities. As used in this Section 5.5(a), the term "holder" shall include its officers, directors and agents.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor member of the Shareholder Group and its partners, membersrespective directors, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common the Registrable Shares, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; providedPROVIDED, howeverHOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein., or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group expressly for use therein, and (ii) reimburse the Company for any legal or B-16 <PAGE> other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, 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, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact B-17 <PAGE> relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. 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. Section 5.7

Indemnification; Contribution. (a) The In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless harmless, or cause to be indemnified and held harmless, each Participating Investor and its partners, members, respective officers, directors, employees and controlling Personsmanagers, if any, and each underwriter, its partners, officersemployees, directorsagents, employees representatives, trustees and controlling Persons, if any, in any offering or sale of Common the Registrable Shares, against any losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees and expenses of counsel) or Actions in respect thereof (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein (collectively, "Claims"), herein) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse reimburse, upon request, each Participating such Investor or any such underwriter for any legal or other out-of-pocket fees and expenses reasonably incurred and documented by it them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person Investor (or its officers, directors, managers, partners, employees, agents, representatives, trustees and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information the Required Investor Information furnished in writing to the Company in writing by such Participating Investor or on behalf of such Investor by any underwriter Representative of such Investor, expressly for use therein, that is the subject of the untrue statement or omission.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Article III, and it hereby agrees tosubject to applicable law, the Company will indemnify and hold harmless each Participating Investor underwriter, and each Holder who offers or sells any such Registrable Shares in connection with such registration statement (including its partners (including partners of partners and stockholders of any such partners), membersand directors, officers, directors, employees and controlling Persons, if anyagents of any of them (a "Selling Stockholder"), and each underwriterperson who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a "Controlling Person"), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, expenses and liabilities, joint or liabilities several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), as the same are incurred to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (iii) any violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse each Participating Investor any state securities or "blue sky" laws or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred by it regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by such Participating Investor underwriter or any underwriter Selling Stockholder expressly for use thereinin such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Stockholder expressly for use in such registration statement, such Selling Stockholder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), and each other Selling Stockholder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Selling Stockholder for indemnification under this Section 3.4(a) in its capacity as such exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Stockholder or (ii) the proceeds received by such Selling Stockholder from its sale of Registrable Shares under such registration statement.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Article IV, and it hereby agrees tosubject to applicable law, New XxXxxx Epyx will indemnify and hold harmless each Participating Investor underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and its stockholders of such partners), membersand directors, officers, directors, employees and controlling Persons, if anyagents of any of them (a "Selling Holder"), and each underwriterperson (a "Controlling Person") who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, its partnersthe "Indemnified Persons"), officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, expenses and liabilities, joint or liabilities several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, expenses or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (iii) any violation by New XxXxxx Epyx of the Company shallSecurities Act, and it hereby agrees to, reimburse each Participating Investor any state securities or "blue sky" laws or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred by it regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall New XxXxxx Epyx will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company New XxXxxx Epyx by such Participating Investor or any underwriter Indemnified Person expressly for use thereinin such registration statement (in such Person's capacity as a shareholder of New XxXxxx Epyx and not in its capacity as an officer or director of New XxXxxx Epyx and which such information relates to such Person's capacity as a shareholder). With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to New XxXxxx Epyx by any Selling Holder expressly for use in such registration statement (in such Person's capacity as a shareholder of New XxXxxx Epyx and not in its capacity as an officer or director of New XxXxxx Epyx and which such information relates to such Person's capacity as a shareholder), such Selling Holder will indemnify and hold harmless each underwriter, New XxXxxx Epyx (including its directors, officers, employees and agents), each other Selling Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Selling Holder for indemnification under this Section 4.4(a) in its capacity as such (and not in its capacity as an officer or director of New XxXxxx Epyx) exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or (ii) the proceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company AT&T shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor the Holders, the Investment Manager (in its individual capacity and its partners, members, officers, directors, employees to the extent the Trust is a Holder that has Registrable Securities included in any registration statement) and their respective controlling Persons, if any, and each underwriter, underwriter and its partners, officers, directors, employees and controlling Persons, if anyany (collectively, the “Holder Indemnified Parties”), in any offering or sale of Common the Registrable Shares, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”) to which each such indemnified party Holder Indemnified Party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of AT&T as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company AT&T shall, and it hereby agrees to, reimburse each Participating Investor periodically the Holders, the Investment Manager or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such ClaimsClaims for themselves or their respective controlling Persons; provided, however, that the Company AT&T shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to AT&T by the Company by such Participating Investor Holders, the Investment Manager or any underwriter underwriter, or any representative thereof, expressly for use therein, or by a Holder’s failure to furnish AT&T, upon request, with the information with respect to such Holder, or any underwriter or Representative of the Holders, or such Holder’s intended method of distribution, that is the subject of the untrue statement or omission.

Indemnification; Contribution. (aA) The In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Participating Broker-Dealer, the Company shall, and it hereby agrees to, to indemnify and hold harmless the Initial Purchasers, each Holder, each Participating Investor Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and its partners, members, officers, directors, employees and controlling Personseach Person, if any, and each underwriterwho controls any Initial Purchaser, its partnersHolder, officersParticipating Broker-Dealer or Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, directors, employees and controlling the "Section 4 Persons, if any, in any offering or sale of Common Shares"), against any losses, claims, damages damages, liabilities or liabilities to expenses (including the reasonable cost of investigating and defending against any claims therefore and counsel fees incurred in connection therewith), joint or several, which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesbe based upon either the 1933 Act, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementthe 1934 Act, or any preliminary other statute or final prospectus contained thereinat common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto, ) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any document incorporated by reference therein, Prospectus included therein (or arise out any amendment or supplement thereto) included or allegedly included an untrue statement of material fact or are based upon any omission or alleged omission omitted to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by any such Section 4 Person specifically for use in the preparation thereof; PROVIDED that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any such claim shall not relieve it from any liability which it may have to such Section 4 Person otherwise than on account of the indemnity agreement contained in this paragraph; and PROVIDED, FURTHER, that the foregoing indemnity with respect to any Prospectus, including any preliminary prospectus or preliminary prospectus supplement, shall not inure to the benefit of any Section 4 Person if a copy of the Prospectus (as amended or supplemented) at the time of sale had not been sent or given by or on behalf of such Section 4 Person to the Person asserting any such losses, claims, damages or liabilities concurrently with or prior to delivery of the written confirmation of the sale of Exchange Securities or Registrable Securities, as the case may be, to such Person and the Company shall, and it hereby agrees to, reimburse each Participating Investor untrue statement or omission of a material fact contained in any such underwriter for Prospectus was corrected in the Prospectus (as amended or supplemented). The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending suit brought to enforce any such Claims; providedliability, but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that the Company elects to assume the defense of any such suit and retains such counsel, each Section 4 Person may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, in which case the Company shall not be entitled to assume the defense of such suit on behalf of such Section 4 Person, notwithstanding their obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Section 4 Persons, which firm shall be designated in writing by BofA. The Company shall not be liable to indemnify any Person for any settlement of any such Person claim effected without the Company's consent. This indemnity agreement will be in addition to any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementliability, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to which the Company by such Participating Investor or any underwriter expressly for use thereinmight otherwise have.

Indemnification; Contribution. (a) The Company Issuer of the securities to be registered in the relevant registration shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor DoCoMo and its partners, membersrespective directors, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Sharesthe Registrable Securities, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Issuer as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company Issuer shall, and it hereby agrees to, reimburse each Participating Investor periodically DoCoMo or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; provided, however, that the Company Issuer shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, (i) in reliance upon and in conformity with information furnished in writing to the Company Issuer by such Participating Investor DoCoMo or any underwriter or representative of DoCoMo expressly for use therein, or by DoCoMo’s failure to furnish the Issuer, upon request, with the information with respect to DoCoMo, or any underwriter or representative of DoCoMo, or DoCoMo’s intended method of distribution, that is the subject of the untrue statement or omission or (ii) if the Issuer shall sustain the burden of proving that DoCoMo or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Issuer had previously furnished copies thereof to DoCoMo or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Registrable Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein in this Agreement (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by such or on behalf of any Participating Investor or any underwriter expressly for use therein; and provided, further, that the Company will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter with respect to any preliminary or final prospectus contained therein, or any amendment or supplement thereto, to the extent that any Claim of such underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given (to the extent legally required), at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if the Company has previously furnished copies thereof to such underwriter.

Indemnification; Contribution. (a) The Company shalland each of the Guarantors, jointly and it hereby agrees toseverally, agree to indemnify and hold harmless each Holder of the Securities, any Participating Investor Broker-Dealer and its partnerseach of their respective affiliates, membersthe directors, officers, directors, employees and controlling Persons, if any, agents and each underwriterperson who controls (within the meaning of either the Securities Act or the Exchange Act) any Holder of the Securities or any Participating Broker-Dealer, its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages or liabilities liabilities, joint or several, to which each such indemnified party they or any of them may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, liabilities (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement, a Registration Statement as originally filed or any preliminary or final prospectus contained therein, or in any amendment or supplement thereto, or any document incorporated by reference thereinthereof, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the prospectus included in a Registration Statement or in any preliminary prospectus or any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act), or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and the Company shall, and it hereby agrees to, to reimburse each Participating Investor or any such underwriter indemnified party, as incurred, for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, claim, damage, liability or action; provided, however, that the Company shall and the Guarantors will not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, liability or action arises out of or are is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, therein in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holders or any such Participating Investor Broker-Dealer specifically for inclusion therein. The Company and the Guarantors shall also indemnify underwriters in connection with any Shelf Registration, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested in writing by such Holders. This indemnity agreement will be in addition to any underwriter expressly for use thereinliability which the Company or the Guarantors may otherwise have.

Indemnification; Contribution. (a) The To the extent permitted by law, the Company shallwill indemnify each Holder, and it hereby agrees to, indemnify and hold harmless each Participating Investor and of its partners, members, officers, directors, employees members and partners, and each person controlling such Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the registration statement, and each underwriter, if any, and each person who controls any underwriter, its partnersagainst all claims, officerslosses, directorsdamages and liabilities (or actions, employees and controlling Personsproceedings or settlements, if anysuch settlements are effected with the written consent of the Company, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus (preliminary, free-writing or final), offering circular or other document (including any related registration statement, notification or the like) incident to any preliminary such registration, qualification or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any other applicable securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees to, will reimburse each Participating Investor or such Holder, each of its officers, directors, members and partners, and each person controlling such Holder, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred by it in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with written information furnished in writing to the Company by such Participating Investor Holder or any underwriter expressly and stated to be specifically for use therein.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor the Stockholder and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, underwriter and its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Sharesthe Registrable Securities, including pursuant to Section 5.1, Section 5.2 or Section 5.4, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including actual out-of-pocket fees of counsel reasonably incurred) (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor periodically the Stockholder or any such underwriter for any actual out-of-pocket legal or other actual out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor the Stockholder, any underwriter or any underwriter Representative of the Stockholder, expressly for use therein, or by the Stockholder's failure to furnish the Company, upon request, with the information with respect to the Stockholder, or any underwriter or Representative of the Stockholder, or the Stockholder's intended method of distribution, that is the subject of the untrue statement or omission.

Indemnification; Contribution. (a) 1. The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor the Stockholder and its partners, membersdirectors, officers, directors, employees and controlling Persons, if any, and each underwriter, its partnersdirectors, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common the Registrable Shares, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "Claims") to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor periodically the Stockholder or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor the Stockholder, with respect to the Stockholder, or any underwriter or representative of the Stockholder, with respect to such representative, expressly for use therein, or by the Stockholder's failure to furnish the Company, upon request, with the information with respect to the Stockholder, or any underwriter or representative of the Stockholder, or the Stockholder's intended method of distribution, that is the subject of the untrue statement or omission or if the Stockholder or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Stockholder or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, to indemnify and hold harmless each Participating Investor and its partnersOther Stockholder holding Registrable Securities, the Affiliates, directors, officers, employees, members, officers, directors, employees managers and controlling Persons, if any, agents of each such Other Stockholder and each underwriter, its partners, officers, directors, employees Person who controls any such Other Stockholder within the meaning of either the Securities Act or the Exchange Act from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, liabilities and expenses (or liabilities actions in respect thereof), including, without limitation, any legal or other expenses, reasonably incurred in connection with defending or investigating any such action or claim, to which each such indemnified party they or any of them may become subject, subject insofar as such losses, claims, damages or liabilitiesdamages, liabilities and expenses (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an any violation of the Securities Act, Exchange Act or state securities Laws, or upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement as originally filed or in any registration statementamendment thereof, or the Disclosure Package, or any preliminary preliminary, final or final summary prospectus contained thereinor Free Writing Prospectus, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus, in light of the circumstances in under which they were made, ) not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, liability or expense arises (i) out of or are is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, therein in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any such Participating Investor Other Stockholder specifically for inclusion therein including, without limitation, any notice and questionnaire, (ii) out of sales of Common Stock made during a Suspension Period or (iii) to the extent that a prospectus or Free Writing Prospectus relating to the Registrable Securities was required to be delivered by the Other Stockholder under the Securities Act, out of or is caused by such Other Stockholder’s failure to deliver a copy of any preliminary, final or summary prospectus or Free Writing Prospectus, or any underwriter expressly for use thereinamendments thereof or supplements thereto, at or prior to the written confirmation of the sale of Registrable Securities and if the prospectus or the Free Writing Prospectus, or any amendments thereof or supplements thereto, would have cured the defect giving rise to such losses, claims, damages, liabilities and expenses, and after the Company has furnished such Indemnified Party with a sufficient number of copies of the same.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor the Stockholder and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, underwriter and its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Sharesthe Registrable Securities, including pursuant to Section 5.1, Section 5.2 or Section 5.4, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including actual out-of-pocket fees of counsel reasonably incurred) (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor periodically the Stockholder or any such underwriter for any actual out-of-pocket legal or other actual out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor the Stockholder, any underwriter or any underwriter Representative of the Stockholder, expressly for use therein, or by the Stockholder’s failure to furnish the Company, upon request, with the information with respect to the Stockholder, or any underwriter or Representative of the Stockholder, or the Stockholder’s intended method of distribution, that is the subject of the untrue statement or omission.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "ClaimsCLAIMS"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; providedPROVIDED, howeverHOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein.

Indemnification; Contribution. (a) The Company shallIn the event of any registration of any equity securities of the Corporation under the Securities Act or applicable Canadian securities Laws, the Corporation will, and it hereby agrees does agree to, indemnify and hold harmless each Participating Investor harmless, in the case of any registration statement or prospectus filed pursuant to Section 2, 3 or 4 hereof, the seller of any Registrable Shares covered by such registration statement or prospectus, its respective directors and its partnersofficers, partners and members, officerseach other Person who participates as an underwriter in the offering or sale of such securities, directors, employees and controlling Personseach other Person, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in who controls such seller or any offering such underwriter within the meaning of Section 15 of the Securities Act or sale Section 20 of Common Sharesthe Exchange Act, against any losses, claims, damages or damages, liabilities and expenses, to which each such indemnified party they or any of them may become subjectsubject under the Securities Act, applicable Canadian securities Laws or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities, expenses (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement or prospectus under which such securities were registered under the Securities Act, or any preliminary or prospectus, final prospectus contained thereinincluded therein or filed with applicable Canadian securities regulatory authorities, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company Corporation shall not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or are is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or any such preliminary or final prospectus, final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company Corporation for use in the preparation thereof by such Participating Investor seller or underwriter, as the case may be, or (y) an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus but notified to such seller and underwriter expressly for use thereinprior to any sale or other disposition of Registrable Shares and subsequently corrected by the Corporation in any final prospectus, amendment or supplement made available to such seller or underwriter but which final prospectus, amendment or supplement was not used by such seller or underwriter in the sale or other disposition of Registrable Shares that gave rise to such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense. This indemnity shall be in addition to any liability the Corporation may otherwise have.

Indemnification; Contribution. (ai) The Company shallAcquiror shall indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities, and it hereby agrees toif applicable, indemnify and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if anyagents, and if applicable, each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale Person who controls such Holder (within the meaning of Common Sharesthe Securities Act), against any all losses, claims, damages or damages, liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, and expenses (including any amounts paid in settlement as provided herein (collectively, "Claims"), arise reasonable costs of investigation and legal expenses) arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration, any registration statement, or any preliminary or final prospectus contained thereinrelated prospectus, or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein in any thereof a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus or prospectus supplement, in light of the circumstances in under which they were made, ) not misleading, except in each case insofar as and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise the same arises out of or are is based upon (i) an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such Shelf Registration, prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with information furnished to Acquiror by such Holder expressly for use therein, or (ii) a Holder's failure to send or give a copy of the final prospectus to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission made 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 registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing such final prospectus was delivered by Acquiror to the Company by Holder sufficiently in time for the Holder to deliver it to the asserting Person prior to such Participating Investor or any underwriter expressly for use thereinwritten confirmation of sale.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall, and it hereby agrees to, will indemnify and hold harmless each Participating the Investor and its if it offers or sells any such Registrable Securities in connection with such registration statement (including Investor's members (including partners, members or stockholders of such members), any directors, officers, directorsemployees, employees representatives and controlling Personsagents of any of them, if anyand any underwriter (as defined in the Securities Act) for the Investor (each, a "Selling Investor" and collectively, the "Selling Investors"), and each underwriterperson who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a "Controlling Person")), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, expenses and liabilities, joint or liabilities several (including any investigation, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a any material fact contained in such registration statement or prospectus (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement thereto, to such registration statement or any document incorporated by reference therein, prospectus) or arise out of or are based upon (ii) any omission or alleged omission to state therein a in such document any material fact required to be stated therein in it or necessary to make the statements therein, in light it not misleading or (iii) any violation or alleged violation by the Company of the circumstances in which they were madeSecurities Act, not misleadingthe Exchange Act, and the Company shall, and it hereby agrees to, reimburse each Participating Investor any state securities law or any such underwriter for rule or regulation promulgated under the Securities Act, the Exchange Act or any legal or other out-of-pocket expenses reasonably incurred by it state securities law in connection with investigating or defending any the offering covered by such Claimsregistration statement; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by such Participating the Selling Investor or any underwriter Controlling Person expressly for use thereinin such registration statement.

Indemnification; Contribution. (a) The Whether or not the Rights Offering, the Closing or the other transactions contemplated hereby are consummated or this Agreement is terminated, the Company shall(in such capacity, and it hereby agrees tothe “Indemnifying Party”) shall indemnify, indemnify defend and hold harmless each Participating Investor Standby Purchaser and its partnerseach Affiliated Purchaser, members, their respective Affiliates and their respective officers, directors, employees and controlling Personsmembers, if anymanagers, and each underwriter, its partners, officersemployees, directorsagents, employees advisors, controlling persons, heirs, trustees, beneficiaries, successors and controlling Personsassigns, if anyas applicable (each, in any offering or sale of Common Sharesan “Indemnified Person”), from and against any and all losses, claims, damages or liabilities to which each such indemnified party may become subjectdamages, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein and reasonable expenses, joint or several (collectively, "Claims"), arise “Losses”) incurred by such Indemnified Person or to which any such Indemnified Person may become subject arising out of or are based upon an untrue statement in connection with any claim, challenge, litigation, investigation or alleged untrue statement proceeding (“Proceedings”) arising out of a material fact contained in any registration statementor relating to the Rights Offering, the Standby Offering, this Agreement, the Registration Statement, or any preliminary or final prospectus contained thereinthe Prospectus, or any amendment or supplement thereto, thereto or the transactions contemplated by any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, foregoing and the Company shall, and it hereby agrees to, shall reimburse each Participating Investor or any such underwriter Indemnified Persons for any reasonable legal fees and expenses or other out-of-pocket expenses reasonably incurred by it in connection with investigating investigating, responding to or defending any such Claimsof the foregoing; provided, however, provided that the Company shall foregoing indemnification will not be liable apply to any such Person in any such case Losses to the extent that they resulted from (i) statements or omissions in the Prospectus or any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, thereto made in reliance upon and or in conformity with information relating to such Indemnified Person furnished in writing to the Company in writing by or on behalf of such Participating Investor or any underwriter Indemnified Person expressly for use thereinin the Prospectus or any amendment or supplement thereto or (ii) the material breach of this Agreement by a Standby Purchaser or an Affiliated Purchaser. If for any reason the foregoing indemnification is unavailable to any Indemnified Person (except as set forth in the proviso to the immediately preceding section) or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and such Indemnified Person on the other hand as well as any relevant equitable considerations.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor Holder and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Sharesthe Registrable Shares pursuant to a registration statement hereunder, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person Holder in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by the Holder with respect to such Participating Investor or any underwriter Holder expressly for use therein, or by such Holder’s failure to furnish the Company, upon request, with the information with respect to the Holder, or such Holder’s intended method of distribution, that is the subject of the untrue statement or omission, or if the Holder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Holders, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees shall cause each of its Subsidiaries to, indemnify jointly and severally, without limitation as to time, indemnify, defend and hold harmless harmless, to the full extent permitted by Law, each Participating Investor and its holder of Registrable Securities, the partners, members, officers, directors, agents and employees and controlling Personsof each of them, if anyeach Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each underwriterthe partners, its partnersmembers, officers, directors, agents and employees of each such controlling person and controlling Personsany financial or investment adviser (each, if anya “Covered Person”), in any offering or sale of Common Sharesto the fullest extent lawful, from and against any and all losses, claims, damages or liabilities to which each such indemnified party may become subjectdamages, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof(whether commenced or threatened), costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (including any amounts paid in settlement as provided herein expenses of investigation) (collectively, "Claims"“Losses”), arise as incurred, arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus or any preliminary form of prospectus or final prospectus contained therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and except to the extent that the same arise out of or are based upon information furnished in writing to the Company shallby such Covered Person or the related holder of Registrable Securities expressly for use therein or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and it hereby agrees to, reimburse each Participating Investor relating to action required of or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred inaction by it the Company in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall not be liable to any Person who participates as an underwriter (other than solely due to such Person Person’s status as an control person of the Company) in the offering or sale of Registrable Securities or any other Person, if any, who controls such case underwriters within the meaning of the Securities Act to the extent that any such Claims Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (A) such registration statementPerson failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (B) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission and (C) the Company has complied with its obligations under Section 3D(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person. If the Public Offering pursuant to any Registration Statement provided for under this Section 3 is made through underwriters, (x) 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 and (y) 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 to the same extent as provided in this Section 3F with respect to the indemnification of the holders of Registrable Securities; provided, that the Company shall not be required to indemnify any such underwriter, or preliminary 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, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein.

Indemnification; Contribution. (a) The To the extent permitted by law, the Company shallwill indemnify Diversified, and it hereby agrees to, indemnify and hold harmless each Participating Investor and of its partners, members, officers, directors, employees members and partners, and each person controlling Diversified, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the Registration Statement, and each underwriter, if any, and each person who controls any underwriter, its partnersagainst all claims, officerslosses, directorsdamages and liabilities (or actions, employees and controlling Personsproceedings or settlements, if anysuch settlements are effected with the written consent of the Company, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like, any preliminary amendments or final prospectus contained therein, or supplements thereto and any amendment or supplement thereto, or any document documents incorporated by reference therein) incident to any such registration, qualification or compliance, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any other applicable securities laws or other federal, state or common law or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse Diversified, reimburse each Participating Investor or of its officers, directors, members and partners, and each person controlling Diversified, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred by it in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with written information furnished in writing to the Company by Diversified or such Participating Investor or any underwriter expressly and stated to be specifically for use therein. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of Diversified and shall survive the transfer of Registrable Securities by Diversified.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless the Initial Purchasers, each Participating Investor Holder, each person (a “Controlling Person”), if any, who controls the Initial Purchasers or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and its partners, members, the respective officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officersemployees, directorsrepresentatives and agents of the Initial Purchasers, employees the Holders or any Controlling Person (each, an “Indemnified Party”), from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to which each such indemnified party may become subjectunder the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability, claim or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement or Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or including any document incorporated by reference therein, or arise in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they such statements were made, not misleading, and the Company shallshall reimburse, and it hereby agrees toas incurred, reimburse each Participating Investor or any such underwriter the Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be liable required to provide any such Person indemnification pursuant to this Section 6(a) in any such case to the extent that insofar as any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company by such Participating Investor or any underwriter expressly for use thereinin, any Shelf Registration Statement or any Prospectus; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party.

Indemnification; Contribution. (a) The Company shallIn the event of any registration of any equity securities of the Corporation under the Securities Act or applicable Canadian securities Laws, the Corporation will, and it hereby agrees does agree to, indemnify and hold harmless each Participating Investor harmless, in the case of any registration statement or prospectus filed pursuant to Section 2, 3 or 4 hereof, the seller of any Registrable Shares covered by such registration statement or prospectus, its respective directors and its partnersofficers, partners and members, officerseach other Person who participates as an underwriter in the offering or sale of such securities, directors, employees and controlling Personseach other Person, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in who controls such seller or any offering such underwriter within the meaning of Section 15 of the Securities Act or sale Section 20 of Common Sharesthe Exchange Act, against any losses, claims, damages or damages, liabilities and expenses, to which each such indemnified party they or any of them may become subjectsubject under the Securities Act, applicable Canadian securities Laws or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities, expenses (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement or prospectus under which such securities were registered under the Securities Act, or any preliminary or prospectus, final prospectus contained thereinincluded therein or filed with applicable Canadian securities regulatory authorities, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company Corporation shall not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or are is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or any such preliminary or final prospectus, final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company Corporation for use in the preparation thereof by such Participating Investor seller or underwriter, as the case may be, or (y) an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus but notified to such seller and underwriter prior to any sale or other disposition of Registrable Shares and subsequently corrected by the Corporation in any final prospectus, amendment or supplement made available to such seller or underwriter but which final prospectus, amendment or supplement was not used by such seller or underwriter in the sale or other disposition of Registrable Shares that gave rise to such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense. This indemnity shall be in addition to any liability the Corporation may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director or officer, underwriter expressly for use thereinor controlling Person and shall survive the transfer of such securities by such seller.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, Holder and each underwriterperson who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, its partnersa “Holder Indemnified Party”), officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability or liabilities to claim (including the reasonable cost of investigation) which each such indemnified party Holder Indemnified Party may become subjectincur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement, Shelf Registration Statement or any preliminary Prospectus or final prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of any Holder to the Company shallexpressly for use therein, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable required to provide any such Person indemnity pursuant to this Section 6(a) in any such case to the extent that insofar as any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with written information pertaining to the Initial Purchaser or Holder furnished in writing by or on behalf of the Initial Purchaser or Holder to the Company by such Participating Investor or any underwriter expressly for use thereinin, any Shelf Registration Statement or any Prospectus, including information provided by such Holder in a Notice and Questionnaire; provided further that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased such Registrable Securities, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, damage, expense, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder; provided further, that this indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Registrable Securities by a Notice Holder to whom the Company theretofore provided a Suspension Notice in accordance with Section 3(i).

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, to indemnify and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, Sutro against any losses, claims, damages or liabilities liabilities, joint or several, to which each such indemnified party Sutro may become subject, insofar as such under the Act, the Exchange Act or otherwise, specifically including, but not limited to, losses, claims, damages or liabilities, liabilities (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise ) arising out of or are based upon an (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement, or any preliminary or final prospectus contained therein, the Registration Statement or any amendment or supplement thereto, or any document incorporated by reference thereinthe omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out (iii) any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Prospectus or are based upon the Prospectus or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading, and the Company shall, and it hereby agrees to, to reimburse each Participating Investor or any such underwriter Sutro for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claimsloss, claim, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, liability or action arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, such registration statementPreliminary Prospectus or the Prospectus, or preliminary or final prospectus, or any such amendment or supplement thereto, in reliance upon upon, and in conformity with with, written information relating to Sutro furnished in writing to the Company by such Participating Investor or any underwriter expressly Sutro, specifically for use thereinin the preparation thereof and, PROVIDED FURTHER, that the indemnity agreement provided in this Section 6(a) with respect to any Preliminary Prospectus shall not inure to the benefit of Sutro from whom the person asserting any losses, claims, damages, liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 3(d) hereof. The indemnity agreement in this Section 6(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each officer, employee and affiliate of Sutro and each person, if any, who controls Sutro within the meaning of the Act or the Exchange Act. This indemnity agreement shall be in addition to any liabilities which the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor member of the Shareholder Group and its partners, membersrespective directors, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common the Registrable Shares, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; providedPROVIDED, howeverHOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shallwill, and it hereby agrees toto the extent permitted by law, indemnify and hold harmless each Participating Investor Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and its stockholders of any such partners), membersand directors, officers, directorsstockholders, employees affiliates, employees, representatives and controlling Persons, if anyagents of any of them, and each underwriterperson who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, reasonable expenses and liabilities, joint or liabilities several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any (1) such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by or on behalf of such Participating Investor Holder in accordance with Section 4(a) of this Agreement for use in such registration statement, or (2) in the case of a sale directly by such Holder (including a sale of Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act or any underwriter expressly state securities laws, or (iii) any violation or alleged violation by any other party hereto, of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by or on behalf of such Holder in accordance with Section 4(a) of this Agreement for use thereinin such registration statement, such Holder will severally and not jointly indemnify and hold harmless the Company (including its directors, officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, provided, however, that the indemnification obligations of the Holder contained in this Section 5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that, in no event shall any indemnity under this Section 5(a) exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, to indemnify and hold harmless each Participating Investor and Holder of Registrable Securities, its partners, members, officers, directors, members, partners, agents and employees and controlling Personseach Person who controls any such Holder within the meaning of either the Securities Act or the Exchange Act, if anyto the fullest extent permitted by applicable law, from and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages or liabilities damages, liabilities, expenses and actions to which each such indemnified party they or any of them may become subject, subject insofar as such losses, claims, damages or liabilitiesdamages, liabilities and expenses (or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), ) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementa Registration Statement, the Disclosure Package, or any preliminary preliminary, final or final prospectus contained thereinsummary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement (in light of the circumstances in under which they were made, ) not misleading, and the Company shall, and it hereby agrees to, to reimburse each Participating Investor or any such underwriter indemnified party, as incurred, for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, claim, damage, liability, expense or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, liability or expense arises (i) out of or are is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, therein in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any such Participating Investor Holder specifically for inclusion therein including, without limitation, any notice and questionnaire (including, for the avoidance of doubt, Exhibit B hereto), or (ii) out of sales of Registrable Securities made during a Pre-Effective Suspension Period or a Suspension Period after notice is given pursuant to Section 1(a) and Section 1(d) hereof, respectively. This indemnity clause will be in addition to any underwriter expressly for use thereinliability which the Company may otherwise have.

Indemnification; Contribution. (a) The To the extent permitted by law, the Company shallwill indemnify Permatec, and it hereby agrees to, indemnify and hold harmless each Participating Investor and of its partners, members, officers, directors, employees members and partners, and each person controlling Permatec, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the registration statement, and each underwriter, if any, and each person who controls any underwriter, its partnersagainst all claims, officerslosses, directorsdamages and liabilities (or actions, employees and controlling Personsproceedings or settlements, if anysuch settlements are effected with the written consent of the Company, in any offering or sale of Common Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any preliminary such registration, qualification or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse Permatec, reimburse each Participating Investor or of its officers, directors, members and partners, and each person controlling Permatec, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred by it in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with written information furnished in writing to the Company by such Participating Investor or any underwriter expressly Permatec and stated to be specifically for use therein.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, shall indemnify and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if anyof the Selling Stockholders, and each underwriter, its partners, officers, directors, employees and controlling Persons, person (if any) who controls such Selling Stockholder within the meaning of Section 15 of the Securities Act of 1933, in any offering or sale of Common Sharesas amended (the "Act"), against any all losses, claims, damages and liabilities and expense (including all reasonable fees and disbursements of counsel incurred in defending against any such claim, damage or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including liability) caused by any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the registration statement filed or to be filed with the Securities and Exchange Commission (the "Commission"), in connection with the Public Offering, as the same may be amended or supplemented from time to time (the "Registration Statement") or in any registration statementprospectus filed with, or any preliminary or final prospectus contained thereindelivered to, the Commission in connection with the Public Offering, or any amendment or supplement thereto, or any document incorporated caused by reference therein, or arise out of or are based upon any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any -------- ------- insofar as such Person in any such case to the extent that any such Claims arise out of losses, claims, damages, or liabilities are based upon caused by an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusany material fact omitted from, or amendment or supplement thereto, in reliance upon and in conformity with information relating to a Selling Stockholder furnished in writing to the Company by such Participating Investor Selling Stockholder, in his capacity as Selling Stockholder, for use in the Registration Statement or any underwriter expressly amendment or supplement thereto, or any such prospectus, then the Company shall have no obligation hereunder to indemnify the Selling Stockholder furnishing such information. For purposes hereof, such information shall be deemed to be the information provided to the Company by such Selling Stockholder pursuant to such Selling Stockholder's Questionnaire for use thereinDirectors, Officers and Certain other Persons.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor the Stockholder, the Stockholder’s Subsidiaries and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and their controlling Persons, if any, in any offering or sale of Common Sharesthe Registrable Securities, including pursuant to Section 5.1, Section 5.2 or Section 5.4, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable actual out-of- pocket fees of counsel) (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilitiesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter periodically the Stockholder and its Subsidiaries for any actual and documented out-of-pocket legal or other actual and documented out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor the Stockholder, any of its Subsidiaries, any underwriter or any underwriter Representative of the Stockholder, expressly for use therein, or by the Stockholder’s failure to furnish the Company, upon request, with the information with respect to the Stockholder or its Subsidiaries, or any underwriter or Representative of the Stockholder, or the Stockholder’s or its Subsidiary’s intended method of distribution, that is the subject of the untrue statement or omission.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless each Participating Investor Initial Purchaser, each Holder, each person (a “Controlling Person”), if any, who controls any Initial Purchaser or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and its partners, members, the respective officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officersemployees, directorsrepresentatives and agents of any Initial Purchaser, employees the Holders or any Controlling Person (each, a “Holder Indemnified Party”), from and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Holder Indemnified Party may incur or become subject to which each such indemnified party may become subjectunder the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability, claim or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement or Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or including any document incorporated by reference therein, or arise in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they such statements were made, not misleading, and the Company shallshall reimburse, and it hereby agrees toas incurred, reimburse each Participating Investor or any such underwriter the Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be liable required to provide any such Person indemnification pursuant to this Section 6(a) in any such case to the extent that insofar as any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company by such Participating Investor or any underwriter expressly for use thereinin, any Shelf Registration Statement or any Prospectus; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Holder Indemnified Party.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless each Participating Investor Initial Purchaser, each Holder, each person (a "Controlling Person"), if any, who controls any Initial Purchaser or Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and its partners, members, the respective officers, directors, partners and employees of any Initial Purchaser, the Holders or any Controlling Person, from and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any lossesloss, claimsdamage, damages expense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party (as defined below) may incur or become subject to which each such indemnified party may become subjectunder the Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability, claim or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement or Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or including any document incorporated by reference therein, or arise in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein 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 statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they such statements were made, not misleading, and the Company shallshall reimburse, and it hereby agrees toas incurred, reimburse each Participating Investor or any such underwriter the Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with investigating or defending any such Claimsloss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be liable required to provide any such Person indemnity pursuant to this Section 6(a) in any such case to the extent that insofar as any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company by such Participating Investor or any underwriter expressly for use thereinin, any Shelf Registration Statement or any Prospectus. This indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Investor and its partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Registrable Shares, against any losses, claims, damages or liabilities to which each such indemnified party may become subject, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein in this Agreement (collectively, "Claims"CLAIMS), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; providedPROVIDED, howeverHOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by such or on behalf of any Participating Investor or any underwriter expressly for use therein; and PROVIDED, FURTHER, that the Company will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter with respect to any preliminary or final prospectus contained therein, or any amendment or supplement thereto, to the extent that any Claim of such underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given (to the extent legally required), at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if the Company has previously furnished copies thereof to such underwriter.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Section 7, the Company shall, and it hereby agrees to, will indemnify and hold harmless each Participating Investor underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and its shareholders of any such partners), membersand directors, officers, directors, employees and controlling Persons, if anyagents of any of them (a "Selling Holder"), and each underwriterperson who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a "Controlling Person")), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, expenses and liabilities, joint or liabilities several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (iii) any violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse each Participating Investor any state securities or "blue sky" laws or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred by it regulation thereunder in connection with investigating or defending any such Claims; registration: provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by such Participating Investor underwriter, Selling Holder or any underwriter Controlling Person expressly for use thereinin such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and shareholders of such partners) and directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, however, shall a Selling Holder be liable for indemnification under this Section 7.5(a) for an amount in excess of the lesser of (i) the proceeds (net of the applicable underwriting discount) received by such Selling Holder from its sale of Registrable Securities under such registration statement, or (ii) such Selling Holder's pro rata share of the total of such losses, claims, damages or liabilities indemnified against, based upon the number of Registrable Securities sold by such Selling Holder under such registration statement as a percentage of the total number of securities sold under such registration statement.

Indemnification; Contribution. (aA) The In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Participating Broker-Dealer, the Company shall, and it hereby agrees to, to indemnify and hold harmless the Initial Purchasers, each Holder, each Participating Investor Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and its partners, members, officers, directors, employees and controlling Personseach Person, if any, and each underwriterwho controls any Initial Purchaser, its partnersHolder, officersParticipating Broker-Dealer or Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, directors, employees and controlling the "Section 4 Persons, if any, in any offering or sale of Common Shares"), against any losses, claims, damages damages, liabilities or liabilities to which each such indemnified party may become subject, insofar expenses (including the reasonable cost of investigating and defending against any claims therefore and counsel fees incurred in connection therewith as such lossesexpenses are incurred), claimsjoint or several, damages or liabilitieswhich may be based upon either the 1933 Act, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementthe 1934 Act, or any preliminary other statute or final prospectus contained thereinat common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto, ) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any document incorporated by reference therein, Prospectus included therein (or arise out any amendment or supplement thereto) included or allegedly included an untrue statement of material fact or are based upon any omission or alleged omission omitted to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any unless such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statementreliance upon, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with with, written information furnished in writing to the Company by any such Participating Investor or any underwriter expressly Section 4 Person specifically for use therein.in the preparation thereof; provided that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but 18

Indemnification; Contribution. (ai) The Subject to applicable law, the Company shall, and it hereby agrees to, will indemnify and hold harmless each Participating Investor Holder of Registrable Securities (and its partners, members, officers, directors, employees each underwriter for such Holder (if any and controlling Persons, if anyretained by the Holder)) being registered, and each underwriterperson who controls any of them within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, its partnersto the full extent lawful, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, judgments, expenses and liabilities, joint or liabilities several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in any settlement of, any action, suit or proceeding or any claim asserted), to which each such indemnified party they, or any of them, may become subjectsubject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, judgments, expenses or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (A) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive Prospectus, or any amendment or supplement theretoto such Registration Statement or Prospectus), or any document incorporated by reference therein, or arise out of or are based upon (B) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (C) any violation by the Company shallof the Act, and it hereby agrees tothe Exchange Act, reimburse each Participating Investor any Blue Sky Laws or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred by it regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, judgment, expense or are liability arises from and is based upon an untrue statement or alleged on a material untrue statement or omission or alleged material untrue statement or omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by such Participating Investor Holder, underwriter or any underwriter controlling person expressly for use thereinin such Registration Statement. Each Holder of Registrable Securities will indemnify and hold harmless the Company, each other Holder of Registrable Securities and each person who controls any of them within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, judgments, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise insofar as such losses, claims, damages, judgments, expenses and liabilities arise solely by reason of a material untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such Holder for use in such Registration Statement. The obligations of any Holder under this clause (i) shall be limited to the net proceeds to such Holder of the Registrable Securities sold pursuant to the Registration Statement to which the loss, claim, damage, judgment, expense or liability relates.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article IV, the Company shall, and it hereby agrees to, will indemnify and hold harmless each Participating Investor and underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners, members(partners of partners and stockholders of any such partners), and directors, officers, directors, employees and controlling Persons, if anyagents of any of them (a "Selling Holder"), and each underwriterperson who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a "Controlling Person"), its partners, officers, directors, employees from and controlling Persons, if any, in any offering or sale of Common Shares, against any and all losses, claims, damages damages, expenses and liabilities, joint or liabilities several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which each such indemnified party they, or any of them, may become subjectsubject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (iii) any violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse each Participating Investor any state securities or "blue sky" laws or any such underwriter for any legal rule or other out-of-pocket expenses reasonably incurred by it regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall will not be liable to any such Person in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon on and in conformity with information furnished in writing to the Company by such Participating Investor underwriter, Selling Holder or any underwriter Controlling Person expressly for use thereinin such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each other underwriter, the Company (including its directors, officers, employees, shareholders and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence. However, the liability of a Selling Holder for indemnification under this Section 4.5(a) shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or (ii) the proceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement.