Common use of Indemnification of the Company Clause in Contracts

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each its affiliates, the directors, officers, employees and agents of its directors the Company and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement at the time of effectiveness and at any part subsequent time pursuant to Rules 430A and 430B of any Registration Statementthe Rules and Regulations, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred Offered Securities purchased by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed hereunder. The parties agree that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing provided by or on behalf of the several Underwriters for inclusion in through the documents Representative consists solely of the material referred to in the foregoing indemnitylast sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each its affiliates, the directors, officers, employees and agents of its directors the Company and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement at the time of effectiveness and at any part subsequent time pursuant to Rules 430A and 430B of any Registration Statementthe Rules and Regulations, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred Public Securities purchased by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed hereunder. The parties agree that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing provided by or on behalf of the several Underwriters for inclusion in through the documents Representative consists solely of the material referred to in the foregoing indemnitylast sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each its affiliates, the directors, officers, employees and agents of its directors the Company and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement at the time of effectiveness and at any part subsequent time pursuant to Rules 430A and 430B of any Registration Statementthe Rules and Regulations, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred Offered Securities purchased by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed hereunder. The parties agree that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing provided by or on behalf of the several Underwriters for inclusion in through the documents Representative consists solely of the material referred to in the foregoing indemnitylast sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, time or arise out of or are based upon the omission or the alleged omission of 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 any material fact contained in any, Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth following information in the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the heading caption “Underwriting” and the information contained in the sixth and twelfth paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify The Investor shall indemnify, defend and hold harmless the Company, each of its directors Company and each of its officers who signs a Registration Statement subsidiaries, officers, directors and each personstockholders from and against and in respect of any and all Indemnifiable Losses resulting from, if anyarising out of, who controls or imposed upon or incurred by any person to be indemnified hereunder by reason of (i) any breach of any representation, warranty, covenant or agreement by the Company within Investor contained in this Agreement or any agreement, certificate or document executed and delivered by the meaning of Section 15 Investor pursuant hereto or in connection with any of the Act or transactions contemplated by this Agreement, (ii) any failure on the part of such Investor to comply with the covenants and agreements contained in Section 20 5.2 of this Agreement regarding the resale of the Exchange Act Shares or (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofiii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically Investor expressly for use therein, therein and such Investor will reimburse any the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person for reasonable legal or and other expenses reasonably as such expenses are incurred by such Underwriter Indemnified Party the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, litigationhowever, investigation or proceeding whatsoever (whether or that the Investor shall not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon be liable for any such untrue statement or omission, or any such alleged untrue statement or omission as or alleged omission of which the Investor has delivered to the Company in writing a correction of such expenses are incurred, it being understood and agreed that untrue statement or omission of a material fact a reasonable amount of time before the only such information furnished by or on behalf of any Underwriter consists occurrence of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securitiestransaction from or upon which such loss, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilizationclaim, syndicate covering transactions and penalty bidsdamage, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by liability or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityexpense arose or was based.

Indemnification of the Company. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of Company and its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company or any such Underwriter Indemnified Party director or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Issuer Free Writing Prospectus, any Statutory Prospectus, Preliminary Prospectus or the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise arises out of or are is based upon the omission or the alleged omission of to state therein a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein not misleading, in each case to the extent, but and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically expressly for use therein, ; and will to reimburse the Company and each such director or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or such Underwriter Indemnified Party director or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . The Company hereby acknowledges that the only such information that the Underwriters through the Representatives have furnished by to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or on behalf of the Prospectus (or any Underwriter consists of amendment or supplement thereto) are the statements set forth in the ninth and tenth paragraphs under the heading caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, ” in the Preliminary Prospectus, the Statutory Prospectus Supplement and the Prospectus constitute the only information furnished Prospectus. The indemnity agreement set forth in writing by or on behalf of the several Underwriters for inclusion this Section 8(b) shall be in the documents referred addition to in the foregoing indemnityany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each The Underwriter will severally and not jointly agrees to indemnify and hold harmless the Company, each of its the directors of the Company, each of the officers of the Company who shall have signed the Registration Statement, and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement or the ADS Registration Statement, or in at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriter's Information; provided, however, that in no case shall the Underwriter be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company Securities purchased by or on behalf of such the Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed hereunder. The parties agree that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing provided by or on behalf of the several Underwriters for inclusion in Underwriter through the documents Underwriter consists solely of the material referred to in the foregoing indemnitylast sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter will Placement Agent, severally and not jointly indemnify jointly, will indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agents), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or 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 made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Placement Agent furnished to the Company in writing by or on behalf of such Underwriter through Placement Agent to the Representatives specifically Company expressly for use thereintherein and to reimburse the Company, and will reimburse or any such director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, litigation, investigation or proceeding whatsoever (whether or not that the parties hereto hereby agree that such Underwriter Indemnified Party is a party theretowritten information provided by the Placement Agents consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that indemnity by the only such information furnished by or on behalf of any Underwriter consists Placement Agents under this Section 6(b) exceed its pro rata share of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityPlacement Fee.

Indemnification of the Company. Each Underwriter The Manager will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an a “Underwriter Manager Indemnified Party”), severally, and not jointly, against any losses, claims, damages or liabilities to which such Underwriter the Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoPermitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or the Manager consists of the following information in the Prospectus furnished on behalf of any Underwriter consists the Manager: the first sentence of the statements set forth fifth paragraph under the heading “Underwriting”: (x) the list Plan of Underwriters and their respective roles and participation Distribution” in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitySupplement.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each affiliates, the directors, officers,, employees, representatives, and agents of its directors the Company and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement at the time of effectiveness and at any part subsequent time pursuant to Rules 430A and 430B of any Registration Statementthe Securities Act and the rules and regulations thereunder, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter (or any related Underwriter Indemnified Party) be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred Securities purchased by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityhereunder.

Indemnification of the Company. Each Underwriter Credit Suisse will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Final Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Credit Suisse specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter Credit Suisse consists of the statements set forth following information in the Preliminary Prospectus and the Final Prospectus, or any amendments or supplements thereto made at the request of Credit Suisse: the third paragraph under the heading caption “Underwriting,” the information contained in the second sentence of the sixth paragraph under the caption “Underwriting,” and the eighth and ninth paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will Agent, severally and not jointly jointly, shall indemnify and hold harmless the Company, each of its the Company's directors and (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company), each of its officers who signs a signed the Registration Statement and each person, if any, any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, and any action in respect thereof, to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, under the Act, the Exchange Act, other Federal Act or federal or state statutory law or regulation regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, any untrue statement statement, or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, Statement or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoarises out of, or arise out of or are is based upon upon, the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that such the 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 or on behalf of such Underwriter through the Representatives Agent specifically for use inclusion therein, and will shall reimburse the Company or any such director, officer or controlling person for any legal or and other expenses reasonably incurred by such Underwriter Indemnified Party indemnified party in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not action as such Underwriter Indemnified Party costs and expenses are incurred. The foregoing indemnity agreement is a party thereto), whether threatened or commenced, based upon in addition to any liability which such untrue statement or omission, Agent may otherwise have to the Company or any such alleged untrue statement director, officer or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitycontrolling person.

Indemnification of the Company. Each Underwriter In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless the Company, each of its directors and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of any Registration Statement, preliminary or amended preliminary prospectus or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” prospectus (or the registration statement or prospectus as defined in Section 433(hfrom time to time amended or supplemented) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing to the Company in connection therewith by such Holder or any of its representatives expressly for use therein; provided, however, that such Holder's obligations hereunder shall be limited to an amount equal to the proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and such Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or any underwriter or controlling person by counsel retained by or on the behalf of such Holder would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case such Holder shall pay, as incurred, the several Underwriters fees and expenses of such separate counsel. Notwithstanding the two preceding sentences, if the action is one in which the Company may be obligated to indemnify any Holder of Registrable Shares pursuant to Section 2.5(a), the Company shall have the right to assume the defense of such action, subject to the right of such Holders to participate therein as permitted by Section 2.5(a). Such Holder shall not be liable to indemnify any person for inclusion any settlement of any such action effected without such Holder's consent (which consent shall not be unreasonably withheld). Such Holder shall not, except with the approval of the Company (which approval shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the party being so indemnified of a release from all liability in the documents referred respect to in the foregoing indemnitysuch claim or litigation.

Indemnification of the Company. Each Underwriter The Placement Agent will severally and not jointly indemnify indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or 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 made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Placement Agent furnished to the Company in writing by or on behalf of such Underwriter through Placement Agent to the Representatives specifically Company expressly for use thereintherein and to reimburse the Company, and will reimburse or any such director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, litigation, investigation or proceeding whatsoever (whether or not that the parties hereto hereby agree that such Underwriter Indemnified Party is a party theretowritten information provided by the Placement Agent consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that indemnity by the only such information furnished by or on behalf of any Underwriter consists of Placement Agent under this Section 6(b) exceed the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityPlacement Fee.

Indemnification of the Company. Each Underwriter will severally and The Placement Agent agrees, severally, but not jointly indemnify jointly, to indemnify, defend and hold harmless the Company, each of its directors affiliates and each of its officers who signs a Registration Statement and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each personof its and their respective directors, if anyofficers, members, employees, representatives and agents and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”), and the successors and assigns of all of the foregoing persons against any losses, claims, damages damages, expenses or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agent), insofar as such losses, claims, damages damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectusthe Disclosure Package, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Placement Agent (whether directly or on behalf of such Underwriter through the Representatives Placement Agent), specifically for use thereinin the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s Information, and will reimburse the Company for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any indemnity by the Placement Agent under this Section 6(b) exceed the total compensation received by such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (xPlacement Agent in accordance with Section 1(b) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityhereof.

Indemnification of the Company. Each Underwriter will Initial Purchaser agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnified Parties” and each, an a “Underwriter Company Indemnified Party”), against any losses, claims, damages or liabilities Loss to which such Underwriter any Company Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such losses, claims, damages or liabilities Loss (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory ProspectusCompany Additional Written Communication, the Prospectus, any “road show” as defined in Section 433(h) of Pricing Disclosure Package or the Act Offering Memorandum (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, ) or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Company Additional Written Communication, the Pricing Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter Initial Purchaser through the Representatives specifically expressly for use therein, ; and will to reimburse any legal or other Company Indemnified Party for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by such Underwriter Company Indemnified Party Party, in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, Losses or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . The Company hereby acknowledges that the only such information furnished to the Company by any Initial Purchaser through the Representatives expressly for use in any Company Additional Written Communication, the Pricing Disclosure Package or on behalf of the Offering Memorandum (or any Underwriter consists of amendment or supplement thereto) are the statements set forth in the first sentence of the sixth paragraph, the second sentence of the ninth paragraph and the eleventh and twelfth paragraphs under the heading caption “Underwriting”: (x) the list Plan of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, Distribution” in the Preliminary Prospectus, the Statutory Prospectus Offering Memorandum and the Prospectus constitute Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have to the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityCompany Indemnified Parties.

Indemnification of the Company. Each Underwriter will severally and agrees, severally, but not jointly indemnify jointly, to indemnify, defend and hold harmless the Company, each of its directors affiliates and each of its officers who signs a Registration Statement and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each personof its and their respective directors, if anyofficers, members, employees, representatives and agents and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”), and the successors and assigns of all of the foregoing persons against any losses, claims, damages damages, expenses or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters), insofar as such losses, claims, damages damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectusthe Disclosure Package, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter (whether directly or through the Representatives Lead Underwriter), specifically for use thereinin the preparation thereof, which information the parties hereto agree is limited to the Underwriters’ Information relating to the Underwriters, or (ii) in whole or in part upon any failure of the Company to perform its obligations pursuant to Section 9 hereunder, and will reimburse the Company for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter The Manager will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an a “Underwriter Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoPermitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or the Manager consists of the following information in the Prospectus furnished on behalf of any Underwriter consists the Manager: the first sentence of the statements set forth fifth paragraph under the heading “Underwriting”: (x) the list Plan of Underwriters and their respective roles and participation Distribution” in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitySupplement.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Final Prospectus, any “road show” as defined in Section 433(h) of the Act Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication (or in any supplement or amendment thereof or supplement thereto, to any of the foregoing) or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Statutory Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication (or any supplement or amendment to any of the foregoing) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation following information in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Final Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of each Underwriter: the several Underwriters for inclusion information contained in the documents referred to in eleventh paragraph under the foregoing indemnitycaption “Underwriting” (such information, the “Underwriter Information”).

Indemnification of the Company. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of its directors and directors, each of its officers who signs a the Registration Statement or other registration statement in connection with the Securities (each, a “Relevant Officer”) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company or any such Underwriter Indemnified Party director, Relevant Officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Issuer Free Writing Prospectus, any Statutory Prospectus, Preliminary Prospectus or the Prospectus, Prospectus (or any “road show” as defined in Section 433(h) amendment or supplement to any of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoforegoing), or arise arises out of or are is based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Registration Statement or any supplement or amendment thereto) or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing), in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically expressly for use therein; and to reimburse the Company and each such director, Relevant Officer or controlling person for any and will reimburse any legal or other all reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or such Underwriter Indemnified Party director, Relevant Officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . The Company hereby acknowledges that the only such information that the Underwriters through the Representatives have furnished by to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or on behalf of the Prospectus (or any Underwriter consists of amendment or supplement thereto) are the statements set forth in the first sentence of the sixth paragraph and the third sentence of the eighth paragraph under the heading caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation ” in the sale of the Offered Securities, (yProspectus. The indemnity agreement set forth in this Section 8(b) the sentences related shall be in addition to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter The Managers will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an a “Underwriter Manager Indemnified Party”), severally, and not jointly, against any losses, claims, damages or liabilities to which such Underwriter Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoPermitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Managers specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or the Managers consists of the following information in the Prospectus furnished on behalf of any Underwriter consists the Managers: the first sentence of the statements set forth fifth paragraph under the heading “Underwriting”: (x) the list Plan of Underwriters and their respective roles and participation Distribution” in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitySupplement.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each its Affiliates, the directors, officers, employees and agents of its directors the Company and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement at the time of effectiveness and at any part subsequent time pursuant to Rules 430A and 430B of any Registration Statementthe Securities Act and the rules and regulations thereunder, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred Securities purchased by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityhereunder.

Indemnification of the Company. Each Underwriter will severally severally, and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its the directors of the Company, each of the officers of the Company who shall have signed the Registration Statement, and each of its officers who signs a Registration Statement and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to reasonable attorneys’ fees and any and all expenses reasonably and necessarily incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, Statement for the Prospectus, any “road show” as defined in Section 433(h) registration of the Act Shares, as originally filed or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any related Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus, or in any supplement thereto or amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically expressly for use thereinin the Registration Statement, and will reimburse the Prospectus (or any legal amendment or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party supplement thereto), whether threatened or commencedany Preliminary Prospectus, based upon any such untrue statement or omissionIssuer Free Writing Prospectus, any road show or any such alleged untrue statement or omission as such expenses are incurredPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under following information in the heading “Underwriting”Prospectus furnished on behalf of each Underwriter: (x) the list names of the Underwriters and their respective roles allocations; the concession and participation reallowance figures appearing in the sale of third paragraph under the Offered Securitiescaption “Underwriting”, (y) the sentences related information relating to concessions the Underwriters’ stabilization activities contained in the fifteenth, sixteenth and reallowances seventeenth paragraphs under the caption “Underwriting” and the Underwriter’s intention not information relating to make sales to discretionary accounts any relationships between the Underwriters and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, Company contained in the Preliminary Prospectus, nineteenth and twentieth paragraph under the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitycaption “Underwriting”.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory Prospectus as of any time, the Final Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoPermitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation following information in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Final Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of each Underwriter: the several Underwriters for inclusion information contained in the documents referred to in twelfth paragraph and the foregoing indemnitylast sentence of the thirteenth paragraph under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter Initial Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Pricing Term Sheet, any part of any Registration StatementIssuer Written Communication or the Offering Memorandum, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter Initial Purchaser through the Representatives Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter Initial Purchaser consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityInitial Purchaser Information.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each affiliates, the directors, officers,, employees, representatives, and agents of its directors the Company and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement at the time of effectiveness and at any part subsequent time pursuant to Rules 430A of any Registration Statementthe Securities Act and the rules and regulations thereunder, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter (or any related Underwriter Indemnified Party) be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred Securities purchased by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityhereunder.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the CompanyNiSource, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company NiSource within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)1934 Act, against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party NiSource may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement, or in any Preliminary the Basic Prospectus, the Pricing Prospectus, any Statutory Permitted Free Writing Prospectus or the Final Supplemented Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 NiSource by or on behalf of such Underwriter through the Representatives Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party NiSource in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityUnderwriter Information.

Indemnification of the Company. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of its directors and directors, each of its officers who signs a the Registration Statement or other registration statement in connection with the Securities (each, a “Relevant Officer”), and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company or any such Underwriter Indemnified Party director, Relevant Officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereof, as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Issuer Free Writing Prospectus, any Statutory Prospectus, Preliminary Prospectus or the Prospectus, Prospectus (or any “road show” as defined in Section 433(h) amendment or supplement to any of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoforegoing), or arise arises out of or are is based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Registration Statement or any supplement or amendment thereto) or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing), in each case case, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically expressly for use therein; and to reimburse the Company and each such director, Relevant Officer or controlling person for any and will reimburse any legal or other all reasonable expenses (including the reasonable fees and disbursements of counsel), as such expenses are reasonably incurred by the Company or such Underwriter Indemnified Party director, Relevant Officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . The Company hereby acknowledges that the only such information that the Underwriters have furnished by to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or on behalf of the Prospectus (or any Underwriter consists of amendment or supplement thereto) are the statements set forth in the first sentence of the sixth paragraph and the third sentence of the ninth paragraph under the heading caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation ” in the sale of the Offered Securities, (yProspectus. The indemnity agreement set forth in this Section 8(b) the sentences related shall be in addition to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify The Placement Agent agrees to indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agent), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information concerning the Placement Agent furnished to the Company in writing by or on behalf of such Underwriter through the Representatives specifically Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information and will shall reimburse the Company, or any such director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any indemnity by the Placement Agent under this Section 6(b) exceed the total compensation received by such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation Placement Agent in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityaccordance with Section 1(c).

Indemnification of the Company. Each Underwriter Initial Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of its directors and their respective directors, each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Initial Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Initial Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part the Preliminary Offering Circular, Time of any Registration StatementSale Information or the Final Offering Circular, in each case as amended or supplemented, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Issuer Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or Communicationor arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 or on behalf of such Underwriter Initial Purchaser through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Initial Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Initial Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or any Initial Purchaser consists of the following information in the Preliminary Offering Circular and Final Offering Circular furnished on behalf of any Underwriter consists each Initial Purchaser: the information contained in the fourth sentence of the statements set forth eleventh paragraph and the thirteenth paragraph under the heading caption “UnderwritingPlan of distribution” (the “Initial Purchasers Information”: (x); provided, however, that the Initial Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 4(f) the list of Underwriters and their respective roles and participation this Agreement as a result of a change in the sale Initial Purchasers Information, but only so long as the Initial Purchasers had timely provided to the Company written notice of the Offered Securities, (y) change so as to permit the sentences related Company to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitymeet its obligations under Section 4(f).

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration StatementStatement at any time (or any amendment thereto) , including any information deemed to be a part thereof pursuant to Rules 430A, 430B or in any Preliminary Prospectus430C, any Statutory preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation Underwriters’ Information. This indemnity will be in the sale of the Offered Securities, (y) the sentences related addition to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityany liability that each Underwriter might otherwise have.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in Statement at any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation following information in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Final Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of each Underwriter: the several Underwriters for inclusion information contained in the documents referred to in third, eleventh and fourteenth paragraphs under the foregoing indemnitycaption “Underwriting.”

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each its affiliates, the directors, officers, employees and agents of its directors the Company and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement at the time of effectiveness and at any part subsequent time pursuant to Rules 430A and 430B of any Registration Statementthe Securities Act and the rules and regulations thereunder, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred Securities purchased by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityhereunder.

Indemnification of the Company. Each The Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the ActSecurities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the Exchange Act, other Federal or state statutory law or regulation or otherwisewritten consent of such Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectusthe Time of Sale Disclosure Package, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothereto any Issuer Free Writing Prospectus or any marketing materials, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Underwriter through the Representatives specifically for use thereinin the preparation thereof, and will reimburse the Company for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each its affiliates, the directors, officers, employees and agents of its directors the Company and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement at the time of effectiveness and at any part subsequent time pursuant to Rules 430A and 430B of any Registration Statementthe Rules and Regulations, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred Securities purchased by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed hereunder. The parties agree that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing provided by or on behalf of the several Underwriters for inclusion in through the documents Representative consists solely of the material referred to in the foregoing indemnitylast sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter will severally and not jointly Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each of its officers who signs a Registration Statement and each personunderwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 20 15 of the Exchange Act (each, an “Underwriter Indemnified Party”)Securities Act, against any lossesall actual out-of-pocket expenses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any part of any Registration Statementsuch registration statement, prospectus, offering circular or other document, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, incident to any such registration, qualification or arise out of compliance, or are based upon the on any omission (or the alleged omission of omission) to state therein a material fact required to be stated therein therein, in light of the circumstances in which they were made, or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal and any other actual out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives Holder specifically for use therein; provided, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such losshowever, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any Underwriter consists matter if the settlement is effected without the consent of the statements set forth Holder, which consent shall not be unreasonably withheld; and provided, further, that the maximum liability of each selling Holder under this Section 5.2 shall be equal to the heading “Underwriting”: (x) the list net proceeds to such selling Holder as a result of Underwriters such registration and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityoffering.

Indemnification of the Company. Each Underwriter will severally and not jointly The Agent agrees to indemnify and hold harmless the Company, each of its directors and directors, each of its officers who signs a signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwisethe laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in each case any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the extentSecurities Act, or 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 under which they were made, not misleading; but only to the extent, that such extent arising out of or based upon any 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 or on behalf of such Underwriter through the Representatives specifically Agent expressly for use thereinin the Registration Statement, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation Free Writing Prospectus or proceeding whatsoever the Prospectus (whether or not such Underwriter Indemnified Party is a party any amendment or supplement thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter the Agent to the Company consists of the statements information set forth in the ninth paragraph under the heading caption “Underwriting”: (x) the list Plan of Underwriters and their respective roles and participation Distribution” in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, and to reimburse the Statutory Prospectus Company and each such director, officer and controlling person for any and all documented expenses (including the Prospectus constitute fees and disbursements of counsel chosen by the only information furnished Company) as such expenses are reasonably incurred by the Company or such officer, director or controlling person in writing by connection with investigating, defending, settling, compromising or on behalf of paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that the several Underwriters for inclusion in the documents referred to in the foregoing indemnityAgent may otherwise have.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each its affiliates, the directors, officers, employees and agents of its directors the Company and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement at the time of effectiveness and at any part subsequent time pursuant to Rules 430A and 430B of any Registration Statementthe Securities Act and the rules and regulations thereunder, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter (or any related Underwriter Indemnified Party) be liable or responsible for any amount in excess of the underwriting discounts and in conformity with written information furnished commissions applicable to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred Securities purchased by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityhereunder.

Indemnification of the Company. Each Underwriter The Placement Agent will severally and not jointly indemnify indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or 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 made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Placement Agent furnished to the Company in writing by or on behalf of such Underwriter through Placement Agent to the Representatives specifically Company expressly for use thereintherein and to reimburse the Company, and will reimburse or any such director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will Placement Agent, severally and not jointly indemnify jointly, agrees to indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Representative), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information concerning the Placement Agents furnished to the Company in writing by or on behalf of such Underwriter through the Representatives specifically Placement Agents to the Company expressly for use therein, and will to reimburse the Company, or any such director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, litigation, investigation or proceeding whatsoever (whether or not that the parties hereto hereby agree that such Underwriter Indemnified Party is a party theretowritten information provided by the Placement Agents consists solely of the Placement Agents Information. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any indemnity by any Placement Agent under this Section 6(b) exceed the total compensation received by such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation Placement Agent in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityaccordance with Section 1(b).

Indemnification of the Company. Each Underwriter In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless the Company, each of its directors and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of any Registration Statement, preliminary or amended preliminary prospectus or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” prospectus (or the registration statement or prospectus as defined in Section 433(hfrom time to time amended or supplemented) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing to the Company in connection therewith by such Holder, expressly for use therein; provided, however, that such Holder’s obligations hereunder shall be limited to an amount equal to the proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and such Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or any underwriter or controlling person by counsel retained by or on the behalf of such Holder would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case such Holder shall pay, as incurred, the several Underwriters fees and expenses of such separate counsel. Notwithstanding the two preceding sentences, if the action is one in which the Company may be obligated to indemnify any Holder of Registrable Shares pursuant to Section 2.9, the Company shall have the right to assume the defense of such action, subject to the right of such holders to participate therein as permitted by Section 2.9. Such Holder shall not be liable to indemnify any person for inclusion any settlement of any such action effected without such Holder’s consent (which consent shall not be unreasonably withheld). Such Holder shall not, except with the approval of the Company (which approval shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the party being so indemnified of a release from all liability in the documents referred respect to in the foregoing indemnitysuch claim or litigation.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify The Placement Agent agrees to indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agent), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information concerning the Placement Agent furnished to the Company in writing by or on behalf of such Underwriter through the Representatives specifically Placement Agent to the Company expressly for use therein, and will to reimburse the Company, or any such director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, litigation, investigation or proceeding whatsoever (whether or not that the parties hereto hereby agree that such Underwriter Indemnified Party is a party theretowritten information provided by the Placement Agent consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any indemnity by the Placement Agent under this Section 6(b) exceed the total compensation received by such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation Placement Agent in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityaccordance with Section 1(b).

Indemnification of the Company. Each Underwriter will severally and not jointly Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each of its officers who signs a Registration Statement and each personunderwriter, if any, of the Company's securities covered by 6 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT PDX/112816/141153/DLH/1395579.1 such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 20 15 of the Exchange Act (each, an “Underwriter Indemnified Party”)Securities Act, against any lossesall actual out-of-pocket expenses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any part of any Registration Statementsuch registration statement, prospectus, offering circular or other document, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, incident to any such registration, qualification or arise out of compliance, or are based upon the on any omission (or the alleged omission of omission) to state therein a material fact required to be stated therein therein, in light of the circumstances in which they were made, or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal and any other actual out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives Holder specifically for use therein; provided, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such losshowever, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any Underwriter consists matter if the settlement is effected without the consent of the statements set forth Holder, which consent shall not be unreasonably withheld; and provided, further, that the maximum liability of each selling Holder under this Section 5.2 shall be equal to the heading “Underwriting”: (x) the list net proceeds to such selling Holder as a result of Underwriters such registration and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityoffering.

Indemnification of the Company. Each Underwriter will Agent agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company, or such Underwriter Indemnified Party officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation regulation, or otherwisethe laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agents), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or 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 under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, or any amendment thereto, any such Free Writing Prospectus or the Prospectus (or any such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically Agents expressly for use thereinin the Registration Statement, or any amendment thereto, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); and will to reimburse the Company and each such officer, employee and controlling person for any legal or other and all reasonable and documented out-of-pocket expenses reasonably (including the reasonable and documented fees and disbursements of one counsel chosen by the Company) as such expenses are incurred by the Company or such Underwriter Indemnified Party officer, employee or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it . It being understood and agreed that the only such information furnished by or on behalf of any Underwriter the Agents to the Company consists of the statements Agent Information. The indemnity agreement set forth under in this Section 7(b) shall be in addition to any liabilities that the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityAgents may otherwise have.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus at any time, the Prospectus, any “road show” as defined in Section 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation following information in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Final Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of each Underwriter: the several Underwriters for inclusion concession and reallowance figures appearing in the documents referred to in fifth paragraph under the foregoing indemnitycaption “Underwriting” and its name and address.

Indemnification of the Company. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of its directors and directors, each of its officers who signs a the Registration Statement or other registration statement in connection with the Securities (each, a “Relevant Officer”) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company or any such Underwriter Indemnified Party director, Relevant Officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Issuer Free Writing Prospectus, any Statutory Prospectus, Preliminary Prospectus or the Prospectus, Prospectus (or any “road show” as defined in Section 433(h) amendment or supplement to any of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoforegoing), or arise arises out of or are is based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmis- leading (in the case of the Registration Statement or any supplement or amendment thereto) or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing), in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically expressly for use therein; and to reimburse the Company and each such director, Relevant Officer or controlling person for any and will reimburse any legal or other all reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or such Underwriter Indemnified Party director, Relevant Officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . The Company hereby acknowledges that the only such information that the Underwriters through the Representatives have furnished by to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or on behalf of the Prospectus (or any Underwriter consists of amendment or supplement thereto) are the statements set forth in the first sentence of the sixth paragraph and the third sentence of the eighth paragraph under the heading caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation ” in the sale of the Offered Securities, (yProspectus. The indemnity agreement set forth in this Section 8(b) the sentences related shall be in addition to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. its Directors, Officers and Selling Stockholders. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of its directors and directors, each of its officers who signs a signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company, or any such Underwriter Indemnified Party director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement or any amendment thereto, including any information deemed to be a part of any Registration Statement, thereof pursuant to Rule 430 or in any Preliminary ProspectusRule 434 under the Securities Act or, any Statutory Prospectus, preliminary prospectus or the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise arises out of or are is based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically expressly for use therein; and to reimburse the Company, and will reimburse or any such director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements . The indemnity agreement set forth under the heading “Underwriting”: (xin this Section 7(b) the list of Underwriters and their respective roles and participation shall be in the sale of the Offered Securities, (y) the sentences related addition to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify The Placement Agent agrees to indemnify, defend, and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability, or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agent), insofar as such lossesloss, claimsclaim, damages damage, liability, or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Disclosure Package (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information concerning the Placement Agent furnished to the Company in writing by or on behalf of such Underwriter through the Representatives specifically Placement Agent to the Company expressly for use therein, and will to reimburse the Company, or any such director, officer, or controlling person for any legal or and other expenses expense reasonably incurred (including reasonable fees and disbursements of counsel) by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising, or defending against paying any such loss, claim, damage, liability, expense or action; provided, litigation, investigation or proceeding whatsoever (whether or not that the parties hereto hereby agree that such Underwriter Indemnified Party is a party theretowritten information provided by the Placement Agent consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that indemnity by the only such information furnished Placement Agent under this Section 6(b) exceed the total compensation received by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation Placement Agent in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityaccordance with Section 1(b).

Indemnification of the Company. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of its directors and directors, each of its officers who signs a signed the Registration Statement Statement, each of its respective employees and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company or any such Underwriter Indemnified Party director, officer or employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or without the written consent of such Underwriter in accordance with Section 8(d)), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based (i) upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or arises out of or is based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information in writing furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically expressly for use therein; and to reimburse the Company and each such director (or manager, as the case may be), officer or employee or controlling person for any and will reimburse any legal or other all expenses (including the fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company or such Underwriter Indemnified Party director, officer or employee or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . The Company hereby acknowledges that the only such information that the Underwriters have furnished by or on behalf of any Underwriter consists of to the statements set forth under Company through the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation Representatives expressly for use in the sale of the Offered SecuritiesRegistration Statement, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary any Issuer Free Writing Prospectus, the Statutory Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the last sentence on the front cover of the Preliminary Prospectus and the Prospectus constitute with respect to the only information furnished in writing by or on behalf delivery of the several Underwriters for inclusion Shares, the names of each Underwriter appearing on the front cover and in the documents referred to table under the caption “Underwriting” in the foregoing indemnityPreliminary Prospectus and the Prospectus and the tenth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus, Final Prospectus or any Issuer Free Writing Prospectus, or any Non-Prospectus Road Show or any amendment or supplement thereto or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, following information in the Preliminary Prospectus, the Statutory Prospectus Supplement and the Prospectus constitute Final Prospectus: the only information furnished in writing by or on behalf of the several Underwriters for inclusion concession figure appearing in the documents referred fourth paragraph under the caption “Underwriting” and the twelfth paragraph under the caption “Underwriting” to the extent concerning stabilizing transactions. The Company and the Representatives acknowledge that no information has been furnished to the Company by any Underwriter through the Representatives for use in the foregoing indemnityany Non-Prospectus Road Show.

Indemnification of the Company. Each Underwriter Shareholder (and jointly and severally with any person controlling such Shareholder) will severally and not jointly indemnify and hold harmless the Company, each of its directors and officers, each legal counsel and independent accountant of its officers who signs a Registration Statement and the Company, each personunderwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 the Securities Act, and each other such Shareholder, each of the Act or Section 20 of the Exchange Act (eachits officers, an “Underwriter Indemnified Party”)directors and constituent partners and each person controlling such other Shareholder, against any all claims, losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement (or alleged untrue statement statement) of any a material fact contained in any part of any Registration Statement, prospectus, offering circular or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act other document or any Written Testing-the-Waters Communication omission (or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Shareholder of any rule or regulation promulgated under the Securities Act applicable to such Shareholder and relating to action or inaction required of such Shareholder in connection with any such registration, qualification or compliance, and will reimburse the Company, such Shareholder, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives Shareholder and stated to be specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any the offering of Registered Securities; provided, however, that each Shareholder's liability under this Section 2.2 shall not exceed such lossShareholder's proceeds from the offering of Registered Securities made in connection with such registration, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not unless such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any liability arises entirely from the willful misconduct of such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityShareholder.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statementtime, or in any Preliminary Pricing Prospectus as of any time, the Final Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, Permitted Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth following information in the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the heading caption “Underwriting” and the information contained in the seventh, fourteenth and fifteenth paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of Company and its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company or any such Underwriter Indemnified Party director or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Issuer Free Writing Prospectus, any Statutory Prospectus, Preliminary Prospectus or the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise arises out of or are is based upon the omission or the alleged omission of to state therein a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein not misleading, in each case to the extent, but and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically expressly for use therein, ; and will to reimburse the Company and each such director or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or such Underwriter Indemnified Party director or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . The Company hereby acknowledges that the only such information that the Underwriters through the Representatives have furnished by to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or on behalf of the Prospectus (or any Underwriter consists of amendment or supplement thereto) are the statements set forth in the thirteenth and fourteenth paragraphs under the heading caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, ” in the Preliminary Prospectus, the Statutory Prospectus Supplement and the Prospectus constitute the only information furnished Prospectus. The indemnity agreement set forth in writing by or on behalf of the several Underwriters for inclusion this Section 8(b) shall be in the documents referred addition to in the foregoing indemnityany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each its affiliates, the directors, officers, employees and agents of its directors the Company and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement at the time of effectiveness and at any part subsequent time pursuant to Rules 430A and 430B of any Registration Statementthe Securities Act and the rules and regulations thereunder, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter (or any related Underwriter Indemnified Party) be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred Securities purchased by such Underwriter Indemnified Party hereunder; and provided, further, that, no Underwriter shall be liable for any losses, liabilities, claims, damages or expenses (or actions in connection with investigating respect thereof) arising out of or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, are based upon any such an untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished of a material fact made by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the another Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will severally and not jointly selling Investor shall indemnify and hold harmless the Company, each of its directors directors, officers and each of its officers who signs a Registration Statement employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of any Registration Statement, preliminary or amended preliminary prospectus or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” prospectus (or the registration statement or prospectus as defined in Section 433(hfrom time to time amended or supplemented) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing to the Company in connection therewith by such selling Investor, expressly for use therein; provided, however, that such selling Investor's obligations hereunder shall be limited to an amount equal to the proceeds to such selling Investor of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such selling Investor, the Company will notify such selling Holder in writing of the commencement thereof, and such selling Investor shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such selling Investor. The Company and each such director, officer, employee or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of the Company, any of its directors, officers or employees, or controlling person by counsel retained by or on the behalf of such selling Investor would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case such selling Investor shall pay, as incurred, the several Underwriters fees and expenses of such separate counsel. Notwithstanding the two preceding sentences, if the action is one in which the Company may be obligated to indemnify any selling Investor pursuant to this Section 7, the Company shall have the right to assume the defense of such action, subject to the right of such selling Investor to participate therein as permitted by this Section 7. Such selling Investor shall not be liable to indemnify any person for inclusion in the documents referred to in the foregoing indemnity.any settlement of any such action effected without such selling Investor's consent (which consent shall not be unreasonably

Indemnification of the Company. Each Underwriter will Placement Agent, severally and not jointly indemnify jointly, will indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or 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 made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Placement Agent furnished to the Company in writing by or on behalf of such Underwriter through Placement Agent to the Representatives specifically Company expressly for use thereintherein and to reimburse the Company, and will reimburse or any such director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, litigation, investigation or proceeding whatsoever (whether or not that the parties hereto hereby agree that such Underwriter Indemnified Party is a party theretowritten information provided by the Placement Agents consists solely of the Placement Agent Information. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any such untrue statement or omission, or indemnity by any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists Placement Agent under this Section 6(b) exceed its pro rata share of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityPlacement Fee.

Indemnification of the Company. Each Underwriter will The Seller, FMB, each VB --------------------------------- Subsidiary, and FCI shall jointly and severally and not jointly indemnify indemnify, defend and hold harmless the Company against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts"), which (i) may at any time be imposed on, ------------------- incurred by or asserted against the Company in any way relating to or arising out of this Agreement or the transactions contemplated hereby or any action taken or omitted by the Company under or in connection with any of the foregoing, (ii) would not have been imposed on, incurred by or asserted against the Company but for its having purchased the Contracts and related Transferred Assets hereunder or (iii) relate to the services underlying the Contracts or any of the other Transferred Assets or any act or omission to act by the Seller in respect of any of the Transferred Assets, excluding, however, (a) recourse for uncollectible Payments --------- ------- under the Contracts or to insure against default by the Obligors thereunder, (b) any income, franchise or other taxes (or interest or penalties with respect thereto) incurred by the Company arising out of or as a result of this Agreement or the Transferred Assets conveyed hereunder in respect of any Contract and (c) any claim, expense, cost or liability of the Company under the Pledge and Servicing Agreement. Without in any way limiting the foregoing, except as otherwise provided in this Section 7(e), or Section 12(j) hereof, the Seller shall pay to the Company, each of its directors on demand, any and each of its officers who signs a Registration Statement and each person, if any, who controls all amounts necessary to indemnify the Company from and against any and all Indemnified Amounts relating to or resulting from: (w) any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any sales, gross receipts, intangible personal property, privilege or license taxes, but not including taxes imposed upon the Company under the laws of the United States or any jurisdiction within the meaning United States in which the Company is organized or maintains its principal office or in which the Company books this transaction; (x) any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any taxes which may arise at any time and from time to time in the future in respect of Section 15 this Agreement, the transactions contemplated hereby and the subject matter hereof and thereof; (y) costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the Act acts to be performed by the Seller hereunder or Section 20 of imposed against the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages Company or liabilities to which such Underwriter Indemnified Party may become subject, under the ActSeller, the Exchange Act, other Federal or state statutory law or regulation property involved or otherwise, insofar as such lossesor (z) any and all loss, claimspenalties, damages fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or liabilities (assertion based on or actions in respect thereof) arise out grounded upon, or resulting from, a breach of or are based upon any untrue statement or alleged untrue statement of any material fact the representations and warranties contained in any part this Agreement. The agreements in this clause (e) shall survive the collection of any Registration Statementall Contracts, or in any Preliminary Prospectusthe termination of this Agreement and the payment of all amounts payable hereunder and under the Contracts. For purposes of this clause (e), any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 reference to the Company by shall include any officer, director, employee, agent or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omissionaffiliate thereof, or any such alleged untrue statement successor or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityassignee thereof.

Indemnification of the Company. Each Underwriter The Placement Agent will severally and not jointly indemnify indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or 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 made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Placement Agent furnished to the Company in writing by or on behalf of such Underwriter through Placement Agent to the Representatives specifically Company expressly for use thereintherein and to reimburse the Company, and will reimburse or any such director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only parties hereto hereby agree that such written information furnished provided by or on behalf of any Underwriter the Placement Agent consists solely of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityPlacement Agent Information.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), severally, and not jointly, against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoPermitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the twelfth paragraph under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation ” in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitySupplement.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify The Placement Agent agrees to indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages damages, expenses or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such losses, claims, damages damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectusthe Disclosure Package, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives Placement Agent, specifically for use thereinin the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s Information relating to such Placement Agent, and will reimburse the Company for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any indemnity by the Placement Agent under this Section 6(b) exceed the total compensation received by such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (xPlacement Agent in accordance with Section 1(b) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityhereof.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its the Subsidiaries, each of their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or any Subsidiary within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory Prospectus as of any time, the Final Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation following information in the sale Statutory Prospectus and Final Prospectus furnished on behalf of the Offered Securities, (y) each Underwriter: the sentences related to concessions and reallowances reallowances, and the Underwriter’s intention not to make sales to discretionary accounts and (z) the two paragraphs related to stabilizationstabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will severally severally, and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its the directors of the Company, each of the officers of the Company who signed the Registration Statement, and each of its officers who signs a Registration Statement and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including without limitation, reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus, the Pricing Disclosure Package or the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any supplement thereto or amendment thereof or supplement theretothereof, any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically Representative expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation following information in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of each Underwriter: the several Underwriters for inclusion information contained in the documents referred to in section entitled “Price Stabilization, Short Positions”, and the foregoing indemnityfirst paragraph under the section entitled “Commissions and Discounts” under the caption “Underwriting (Conflicts of Interest).”

Indemnification of the Company. Each Underwriter will Initial Purchaser, severally and not jointly jointly, shall indemnify and hold harmless the CompanyCompany and its directors, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachcollectively, an the “Underwriter Company Indemnified Parties,” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), against any lossesjoint or several, claims, damages or liabilities to which such Underwriter Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any part of the other Time of Sale Information, any Registration StatementIssuer Written Communication, any road show or the Offering Memorandum, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or the alleged omission to state in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Memorandum, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that such the 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 Representatives by or on behalf of such Underwriter through the Representatives any Initial Purchaser specifically for use therein, which information the parties hereto agree is limited to the Initial Purchasers’ Information as defined in this Section 7(b), and will shall reimburse the Company Indemnified Party for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto)proceeding, whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), it being understood in no event shall any indemnity by any Initial Purchaser under this Section 7(b) exceed the total discount and agreed that commission received by such Initial Purchaser in connection with the only such information furnished by or on behalf Offering. The parties hereto acknowledge and agree that, for all purposes of any Underwriter this Agreement, the “Initial Purchasers’ Information” consists solely of the statements set forth concerning the Initial Purchasers contained in the sixth paragraph, the third sentence of the seventh paragraph and the ninth paragraph, in each case, under the heading “Underwriting”: (x) the list Plan of Underwriters and their respective roles and participation Distribution” in the sale Time of the Offered Securities, (y) the sentences related to concessions and reallowances Sale Information and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityOffering Memorandum.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Final Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth following information in the Preliminary Prospectus and the Final Prospectus, or any amendments or supplements thereto made at the request of the Representative: the third paragraph under the heading caption “Underwriting,” the information contained in the third and fourth sentences of the sixth paragraph under the caption “Underwriting,” and the eighth and ninth paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will Placement Agent, severally and not jointly jointly, will indemnify and hold harmless the CompanyCompany its officers, employees, representatives and agents, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act (each, an collectively the “Underwriter Company Indemnified Parties” and each a “Company Indemnified Party”), ) against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, or any action in respect thereof, to which such Underwriter the Company Indemnified Party Parties may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof) arise action arises out of or are of, is based upon or is in connection with (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, Statement or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that such the 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 or on behalf of such Underwriter through the Representatives each Placement Agent specifically for use therein, or (iii) any act or failure to act, or any alleged act or failure to act, by such Placement Agent in connection with, or relating in any manner to, the Shares or the offering contemplated hereby to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such act or failure to act undertaken or omitted to be taken by such Placement Agent through its gross negligence or willful misconduct, and will shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party parties in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed ; provided that the only parties hereto hereby agree that such written information furnished provided by or on behalf of any Underwriter the Placement Agents consists solely of the statements set forth under the heading “Underwriting”: (x) Plan of Distribution.” This indemnity agreement is not exclusive and will be in addition to any liability, which the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances Placement Agents and the Underwriter’s intention Purchasers might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsCompany Indemnified Parties. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Preliminary Prospectus, Placement Agents under this Section 7(b) exceed the Statutory Prospectus and the Prospectus constitute the only information furnished total compensation received by such Placement Agents in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityaccordance with Section 1(a).

Indemnification of the Company. Each Underwriter will severally and not jointly The Agents shall indemnify and hold harmless the Company, each of its the Company's directors and (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company), each of its officers who signs a signed the Registration Statement and each person, if any, any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, and any action in respect thereof, to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, under the Act, the Exchange Act, other Federal Act or federal or state statutory law or regulation regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, Statement or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoarises out of, or arise out of or are is based upon upon, the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that such the 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 or on behalf of such Underwriter through the Representatives Agents specifically for use inclusion therein, and will shall reimburse the Company or any such director, officer or controlling person for any legal or and other expenses reasonably incurred by such Underwriter Indemnified Party indemnified party in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party . The foregoing indemnity agreement is a party thereto), whether threatened or commenced, based upon in addition to any such untrue statement or omission, liability which the Agents may otherwise have to the Company or any such alleged untrue statement director, officer or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitycontrolling person.

Indemnification of the Company. Each Underwriter will severally and not jointly The Placement Agent shall indemnify and hold harmless the CompanyCompany its officers, employees, and agents, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act (each, an collectively the “Underwriter Company Indemnified Parties” and each a “Company Indemnified Party”), ) against any lossesloss, claimsclaim, damages damage, expense or liabilities liability, joint or several, or any action, investigation or proceeding in respect thereof, to which such Underwriter the Company Indemnified Party Parties may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof) arise action arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Base Prospectus, the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Issuer Free Writing Prospectus, any “road showissuer information” as defined in Section 433(hfiled or required to be filed pursuant to Rule 433(d) of the Act Rules and Regulations or any Written Testing-the-Waters Communication the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or the alleged omission to state in the Base Prospectus, the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that such the 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 or on behalf of such Underwriter the Placement Agent through the Representatives Placement Agent specifically for use therein, and will shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party parties in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liabilityexpense, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees and expenses are incurred, it being understood and agreed ; provided that the only parties hereto hereby agree that such written information furnished provided by or on behalf of any Underwriter consists the Placement Agent consist solely of the statements set forth under Placement Agent’s Information. This indemnity agreement is not exclusive and will be in addition to any liability, which the heading “Underwriting”: (xPlacement Agent and Investors might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to the Company Indemnified Parties. Notwithstanding the provisions of this Section 7(b) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in no event shall any indemnity by the Preliminary Prospectus, Placement Agent under this Section 7(b) exceed the Statutory Prospectus and total compensation received by the Prospectus constitute the only information furnished Placement Agent in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityaccordance with Section 1(a).

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify The Placement Agent agrees to indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agent), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, Statement or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, extent but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus in reliance upon and in conformity with written information concerning the Placement Agent furnished to the Company in writing by or on behalf of such Underwriter through the Representatives specifically Placement Agent to the Company expressly for use therein, and will to reimburse the Company, or any such Cardium Therapeutics, Inc. director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company (including reasonable fees and disbursements of counsel), or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto. Notwithstanding the provisions of this Section 4(b), whether threatened or commenced, based upon in no event shall any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that indemnity by the only such information furnished Placement Agent under this Section 4 (b) exceed the total compensation actually received by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation Placement Agent in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityaccordance with Section 1 hereto.

Indemnification of the Company. Each Underwriter Subject to the provisions of this Section 4.10, the Purchasers will severally and not jointly indemnify and hold harmless the CompanyCompany and its directors, officers, shareholders, employees, agents, successors and permitted assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each of its directors and each of its officers who signs a Registration Statement and each person, if any, Person who controls the such Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, an a “Underwriter Indemnified Company Party”)) harmless from any and all losses, against any lossesliabilities, obligations, claims, damages or liabilities to which contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Underwriter Indemnified Company Party may become subjectsuffer or incur as a result of or relating to any breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchasers in this Agreement or in the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Transaction Documents. If any action shall be brought against any Company Party in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the Purchasers in writing, and the Purchasers shall have the right to assume the defense thereof with counsel of any material fact contained its own choosing reasonably acceptable to the Company Party. Any Company Party shall have the right to employ separate counsel in any part such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company Party except to the extent that the employment thereof has been specifically authorized by the Purchasers in writing. The Purchasers will not be liable to any Registration StatementCompany Party under this Agreement (y) for any settlement by a Company Party effected without the Purchasers’ prior written consent, which shall not be unreasonably withheld or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(hdelayed; or (z) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any Company Party’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether agreements made by such Company Party in this Agreement or not such Underwriter Indemnified Party in the other Transaction Documents to which it is a party thereto)or from such Company Party’s fraud, whether threatened gross negligence, willful misconduct or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitymalfeasance.

Indemnification of the Company. Each Underwriter will Placement Agent, severally and not jointly indemnify jointly, agrees to indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages damages, expenses or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such losses, claims, damages damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectusthe Disclosure Package, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives each Placement Agent, specifically for use thereinin the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information relating to such Placement Agent, and will reimburse the Company for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any indemnity by any Placement Agent under this Section 6(b) exceed the total compensation received by such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (xPlacement Agent in accordance with Section 1(b) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityhereof.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, shall indemnify and hold harmless the CompanyCompany and its directors, each of its directors and each of its officers who signs a signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachcollectively the "COMPANY INDEMNIFIED PARTIES" and each a "COMPANY INDEMNIFIED PARTY") against any loss, an “Underwriter Indemnified Party”claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), against any lossesjoint or several, claims, damages or liabilities to which such Underwriter Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, Registration Statement or the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or the alleged omission of to state in any Preliminary Prospectus, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that such the 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished Representative by or on behalf of any Underwriter consists specifically for use therein. Notwithstanding the provisions of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsthis Section 5.2, in no event shall any indemnity by a Underwriter under this Section 5.2 exceed the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished total compensation received by such Underwriter in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityaccordance with this Agreement.

Indemnification of the Company. Each Underwriter will severally and not jointly Xxxxxxxx hereby agrees to indemnify and hold harmless the Company, each of its directors Company and each of its officers who signs a Registration Statement officers, directors, employees, consultants, agents attorneys, accountants and affiliates and each person, if any, who Person that controls the Company (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), Act) any of the foregoing Persons against any lossesProceeding, claims, damages or liabilities to which such Underwriter Indemnified Party that it may become subject, under incur in connection with any of the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise transactions contemplated hereby arising out of or are based upon upon: any untrue statement or alleged untrue statement of any a material fact contained in any part of an SEC Filing, or in any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication form of prospectus or in any amendment thereof or supplement theretothereto or in any preliminary prospectus, of the Company, or arise out of or are based upon the any omission or the alleged omission of any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue or alleged untrue statement of a material fact required to be stated therein is contained in, or necessary to make the statements therein not misleading, in each case to the extent, but 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 is required to be contained in, any information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished regarding Xxxxxxxx provided in writing by Xxxxxxxx or any of its affiliates or any Person acting on their behalf of the several Underwriters expressly for inclusion in such SEC Filing, Registration Statement, Prospectus or form of prospectus or amendment or supplement thereto or preliminary prospectus; any of the documents referred to in representations or warranties made by Xxxxxxxx herein being untrue or incorrect at the time such representation or warranty was made; and any breach or non-performance by Xxxxxxxx of any of its covenants, agreements or obligations under this Agreement; provided, however, that the foregoing indemnityindemnity shall not apply to any Proceeding to the extent that it arises out of or is based upon the gross negligence, bad faith or willful misconduct of the Company in connection therewith.

Indemnification of the Company. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors affiliates and each of its officers who signs a Registration Statement and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel, and agents and each person, if any, who control such persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties,” and each a “Company Indemnified Party”) against any and all loss, liability, claim, damage and expense whatosever (including but not limited to any and all reasonable legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, ADS Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the ADS Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 9(a)(ii). The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, in connection with the Exchange Actissuance and sale of the Offered ADSs, other Federal Pre-Funded Warrants and Warrants or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any connection with the Registration Statement, or in any Preliminary Prospectusthe ADS Registration Statement, any Statutory Prospectusthe Pricing Disclosure Package, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Issuer Free Writing Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, including the Manager, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, Statement or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth following information in the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the sixth paragraph under the heading caption “Underwriting” and the information contained in the seventeenth and twenty-first paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in Statement at any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, time or arise out of or are based upon the omission or the alleged omission of 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 any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth following information in the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the heading caption “Underwriting” and the information contained in the sixth and seventeenth paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of the Company. Each Underwriter will Initial Purchaser will, severally and not jointly jointly, indemnify and hold harmless each of the Company, the Guarantors, each of its directors and their respective directors, each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Initial Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Initial Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part the Preliminary Offering Memorandum, the Time of any Registration Statement, or in any Preliminary ProspectusSale Information, any Statutory Prospectus, Issuer Written Communication or the Prospectus, any “road show” as defined in Section 433(h) of the Act Final Offering Memorandum (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 or on behalf of such Underwriter Initial Purchaser through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Initial Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Initial Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or any Initial Purchaser consists of the following information in the Preliminary Offering Memorandum and the Final Offering Memorandum furnished on behalf of any Underwriter consists each Initial Purchaser: the information contained in the (i) first and second sentences of the statements set forth eighth paragraph and (ii) the tenth paragraph, in each case, under the heading caption “UnderwritingPlan of distribution” (the “Initial Purchasers Information”: (x); provided, however, that the Initial Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 4(f) the list of Underwriters and their respective roles and participation this Agreement as a result of a change in the sale Initial Purchasers Information, but only so long as the Initial Purchasers had timely provided to the Company written notice of the Offered Securities, (y) change so as to permit the sentences related Company to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitymeet its obligations under Section 4(f).

Indemnification of the Company. Each The Underwriter will severally and not jointly agrees to indemnify and hold harmless the Company, each of its the directors of the Company, each of the officers of the Company who shall have signed the Registration Statement, and each of its officers who signs a Registration Statement and each personother person or entity, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement or the ADS Registration Statement, or in at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto any of them, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon athe Underwriter be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company Securities purchased by or on behalf of such the Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed hereunder. The parties agree that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing provided by or on behalf of the several Underwriters for inclusion in Underwriter through the documents Underwriter consists solely of the material referred to in the foregoing indemnitylast sentence of Section 3(c) hereof.

Indemnification of the Company. Each Underwriter Subject to the subsections of this Section 4.9, the Purchaser will severally and not jointly indemnify and hold the Company and each Company Party harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Company Party may suffer or incur as a result of or relating to (a) any inaccuracy in or breach of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement or in the other Transaction Documents or (b) any action instituted against the Company in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company, each with respect to any of its directors and each the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of its officers who signs a such Company Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Company Party may have with any such stockholder or any violations by such Company Party of state or federal securities laws or any conduct by such Company Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct) or (c) in connection with the Registration Statement and each person, if any, who controls of the Company within to be filed providing for the meaning of Section 15 resale by the Purchaser of the Act or Section 20 of Conversion Shares and the Exchange Act (eachWarrant Shares, an “Underwriter Indemnified the Purchaser will indemnify the Company Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subjectdamages, under the Actliabilities, the Exchange Actcosts (including, other Federal or state statutory law or regulation or otherwisewithout limitation, insofar reasonable attorneys’ fees) and expenses, as such lossesincurred, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon relating to any untrue statement or alleged untrue statement of any a material fact contained in any part of any such Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication form of prospectus or in any amendment thereof or supplement theretothereto or in any preliminary prospectus, or arise arising out of or are based upon the relating to any omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case except to the extent, but only to the extent, that such untrue statement statements or alleged untrue statement or omission or alleged omission was made omissions are based solely upon information regarding Purchaser furnished in reliance upon and in conformity with written information furnished writing to the Company by or on behalf of such Underwriter through the Representatives specifically Purchaser expressly for use therein. If any action shall be brought against any Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the Purchaser in writing, and will reimburse any legal or other expenses the Purchaser shall have the right to assume the defense thereof with counsel of its own choosing reasonably incurred by such Underwriter Indemnified acceptable to the Company Party. Any Company Party shall have the right to employ separate counsel in connection with investigating or defending against any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company Party except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed within ten days after notice from the Company Party to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Purchaser and the position of such Company Party, in which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Purchaser will not be liable to any Company Party under this Agreement (y) for any settlement by a Company Party effected without the Purcgaser’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damagedamage or liability is attributable to any Company Party’s breach of any of the representations, liabilitywarranties, action, litigation, covenants or agreements made by such Company Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or proceeding whatsoever (whether defense, as and when bills are received or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by . The indemnity agreements contained herein shall be in addition to any cause of action or on behalf similar right of any Underwriter consists of Company Party against the statements set forth under Purchaser or others and any liabilities the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related Purchaser may be subject to concessions and reallowances and the Underwriter’s intention not pursuant to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.law

Indemnification of the Company. Each Underwriter will Initial Purchaser, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)each director of the Company, and each officer of the Company, against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement, or in any the Preliminary ProspectusOffering Memorandum, any Statutory Prospectus, of the Prospectusother Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any “Issuer Written Communication, any road show” as defined in Section 433(h) of show or the Act Offering Memorandum (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Initial Purchaser; provided, however, that the obligation of each Initial Purchaser to indemnify the Company (including any controlling person, director or on behalf of any Underwriter consists officer thereof) shall be limited to the amount of the statements set forth under discount and commissions applicable to the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related Securities to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing be purchased by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitysuch Initial Purchaser hereunder.

Indemnification of the Company. Each Underwriter will Initial Purchaser, severally and not jointly jointly, will indemnify and hold harmless the Company, each of its directors and each of its affiliates, directors, officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act Offering Memorandum or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or any related preliminary offering memorandum, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but 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 or on behalf of such Underwriter through the Representatives Initial Purchaser specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company or the other indemnified parties specified in this Section 6(b) in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it unless such loss, claim, damage or liability arises out of the offer or sale of Securities occurring after the Initial Purchaser has notified the Company in writing that such information should no longer be used therein. It being understood and agreed that the only such information that is covered by this Section 6(b) furnished by or any Initial Purchaser consists of the following information in the Offering Memorandum furnished (1) on behalf of any Underwriter consists each Initial Purchaser: the third sentence of the statements set forth under eighth paragraph and the heading “Underwriting”: (x) ninth paragraph of the list of Underwriters and their respective roles and participation section in the sale Offering Memorandum entitled “Plan of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts Distribution” and (z2) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of each Representative eleventh paragraph of the several Underwriters for inclusion section in the documents referred to in the foregoing indemnityOffering Memorandum entitled “Plan of Distribution”.

Indemnification of the Company. Each Underwriter will severally and not jointly indemnify The Investors shall indemnify, defend and hold harmless the Company, each of its directors Company and each of its officers who signs a Registration Statement subsidiaries, officers, directors and each personstockholders from and against and in respect of any and all Indemnifiable Losses resulting from, if anyarising out of, who controls or imposed upon or incurred by any person to be indemnified hereunder by reason of (i) any breach of any representation, warranty, covenant or agreement by the Company within Investors contained in this Agreement or any agreement, certificate or document executed and delivered by the meaning of Section 15 Investors pursuant hereto or in connection with any of the Act or transactions contemplated by this Agreement, (ii) any failure on the part of such Investor to comply with the covenants and agreements contained in Section 20 5.2 of this Agreement regarding the resale of the Exchange Act Shares or (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofiii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically Investor expressly for use therein, therein and such Investor will reimburse any the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person for reasonable legal or and other expenses reasonably as such expenses are incurred by such Underwriter Indemnified Party the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, litigationhowever, investigation or proceeding whatsoever (whether or that the Investors shall not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon be liable for any such untrue statement or omission, or any such alleged untrue statement or omission as or alleged omission of which the Investors has delivered to the Company in writing a correction of such expenses are incurred, it being understood and agreed that untrue statement or omission of a material fact a reasonable amount of time before the only such information furnished by or on behalf of any Underwriter consists occurrence of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securitiestransaction from or upon which such loss, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilizationclaim, syndicate covering transactions and penalty bidsdamage, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by liability or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityexpense arose or was based.

Indemnification of the Company. Each Underwriter will severally and not jointly The Agent agrees to indemnify and hold harmless the Company, each of its directors and directors, each of its officers who signs a signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwisethe laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or 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 under which they were made, not misleading; but, for each case to the extentof (i) and (ii) above, but only to the extent, that such extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished the Agent Information, and to reimburse the Company and each such director, officer and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of one counsel chosen by or on behalf of the Company) as such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses are reasonably incurred by the Company or such Underwriter Indemnified Party officer, director or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon . The indemnity agreement set forth in this Section 6(b) shall be in addition to any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed liabilities that the only such information furnished by Agent or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityCompany may otherwise have.

Indemnification of the Company. Each Underwriter will Agent, severally and not jointly jointly, shall indemnify and hold harmless the Company, each of its the Company’s directors and (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company), each of its officers who signs a signed the Registration Statement and each person, if any, any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, and any action in respect thereof, to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, under the Act, the Exchange Act, other Federal Act or federal or state statutory law or regulation regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, any untrue statement statement, or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, Statement or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoarises out of, or arise out of or are is based upon upon, the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that such the 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 or on behalf of such Underwriter through the Representatives Agent specifically for use inclusion therein, and will shall reimburse the Company or any such director, officer or controlling person for any legal or and other expenses reasonably incurred by such Underwriter Indemnified Party indemnified party in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not action as such Underwriter Indemnified Party costs and expenses are incurred. The foregoing indemnity agreement is a party thereto), whether threatened or commenced, based upon in addition to any liability which such untrue statement or omission, Agent may otherwise have to the Company or any such alleged untrue statement director, officer or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnitycontrolling person.

Indemnification of the Company. Each Underwriter will severally and Placement Agent agrees, severally, but not jointly indemnify jointly, to indemnify, defend and hold harmless the Company, each of its directors affiliates and each of its officers who signs a Registration Statement and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each personof its and their respective directors, if anyofficers, members, employees, representatives and agents and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”), and the successors and assigns of all of the foregoing persons against any losses, claims, damages damages, expenses or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Placement Agents), insofar as such losses, claims, damages damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectusthe Disclosure Package, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Placement Agent (whether directly or on behalf of such Underwriter through the Representatives Lead Placement Agent), specifically for use thereinin the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information, and will reimburse the Company for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto. Notwithstanding the provisions of this Section 6(b), whether threatened or commenced, based upon in no event shall any indemnity by any Placement Agent under this Section 6(b) exceed the total compensation received by such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (xPlacement Agent in accordance with Section 1(b) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnityhereof.

Indemnification of the Company. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of Company and its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company or any such Underwriter Indemnified Party director or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Issuer Free Writing Prospectus, any Statutory Prospectus, Preliminary Prospectus or the Prospectus, any “road show” as defined in Section 433(h) of the Act Prospectus (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise arises out of or are is based upon the omission or the alleged omission of to state therein a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein not misleading, in each case to the extent, but and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically expressly for use therein, ; and will to reimburse the Company and each such director or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or such Underwriter Indemnified Party director or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . The Company hereby acknowledges that the only such information that the Underwriters through the Representatives have furnished by to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or on behalf of the Prospectus (or any Underwriter consists of amendment or supplement thereto) are the statements set forth in the tenth and eleventh paragraphs under the heading caption “Underwriting”: Underwriting (x) the list Conflicts of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, Interest)” in the Preliminary Prospectus, the Statutory Prospectus Supplement and the Prospectus constitute the only information furnished Prospectus. The indemnity agreement set forth in writing by or on behalf of the several Underwriters for inclusion this Section 8(b) shall be in the documents referred addition to in the foregoing indemnityany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter The Placement Agent will severally and not jointly indemnify indemnify, defend and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement officers, and each any person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred to which which, jointly or severally, the Company or any such Underwriter Indemnified Party person may become subject, subject under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of therefrom to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, or 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 made therein, in light of the circumstances under which they were made, not misleading, in the case of each case of (i) and (ii) above, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Placement Agent furnished to the Company in writing by or on behalf of such Underwriter through Placement Agent to the Representatives specifically Company expressly for use thereintherein and to reimburse the Company, and will reimburse or any such director, officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.