Common use of Indemnification by Holder Clause in Contracts

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders, the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder. The Company may require, as a condition Holder agrees to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that indemnify and hold harmless the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders, the Company, its directors and officers officers, and each Person person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of 1933, as amended (the Exchange "Securities Act"), from and against any and all Losses arising losses, claims, damages, expenses, liabilities, or actions to which any of them may become subject under applicable law (including the Securities Act and the Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based on upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, application or other document, statement filed with a governmental body or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary in order to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending but only insofar as any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is was made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to in writing by Holder expressly for use therein. Holder agrees at any time upon the request of the Company by such Holder to furnish to it a written letter or statement confirming the accuracy of the information with respect to such Holder for inclusion contained in such Registration Statement, Prospectus, offering circular any report or other document; providedapplication or statement referred to in this Article IV, however, that the obligations of such Holder hereunder shall not apply to amounts paid or in settlement any draft of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); documents, and provided, further, confirming that the liability information with respect to Holder contained in such document or draft was furnished by Holder, indicating the inaccuracies or omissions contained in such document or draft or indicating the information not furnished by Holder expressly for use therein. The indemnity agreement contained in this section 4.1 shall remain operative and in full force and effect, regardless of such Holder shall be individual, not joint and several, for each Holder any investigation made by or on behalf of the Company and shall be limited to survive the aggregate gross proceeds (net consummation of any underwriting commissions and discounts, but before deducting other expenses) received the transactions contemplated by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)this Agreement.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that To the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally Holder will indemnify and not jointly with any other Holders, hold harmless the Company, each of its directors and officers and each Person person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act)Act or other federal or state law, from and against all Losses arising insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such LossViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document Violation occurs (1) in reliance upon and in conformity with written information furnished by Holder under an instrument duly executed by Holder and stated to be specifically for use in connection with such registration, or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by such applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular will pay as incurred any legal or other documentexpenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the obligations of such Holder hereunder indemnity agreement contained in this Section 2.6 shall not apply to amounts paid in settlement of any such Losses (loss, claim, damage, liability or actions in respect thereof) action if such settlement is effected without the consent of such Holder (Holder, which consent shall not be unreasonably withheld), delayed or conditioned; and provided, provided further, that in no event shall any indemnity under this Section 2.6 exceed the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to the aggregate gross net proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the offering and sale of Registrable Securities covered actually received by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)Holder.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by lawEach Holder, severally but not jointly, agrees to indemnify and not jointly with any other Holders, the Companyhold harmless MIT, its directors and officers officers, and each Person person, if any, who controls the Company (MIT within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act)Act to the same extent as the foregoing indemnity from MIT to such Holder, but only with respect to information furnished in writing by such Holder or on such Holder's behalf expressly for use in the Registration Statement or prospectus relating to the Registrable Securities, any amendment or supplement thereto, or any preliminary prospectus; PROVIDED, HOWEVER, that such Holder shall not be obligated to provide such indemnity to the extent that such losses, claims, damages, liabilities or expenses result from and against all Losses arising out the failure of MIT to promptly amend or based on any untrue statement of a material fact contained in take action to correct or supplement any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, Statement or other documentProspectus on the basis of corrected or supplemental information provided in writing by such Holder to MIT expressly for such purpose. In case any action or proceeding shall be brought against MIT or its directors or officers, or any omission to state therein a material fact required to such controlling person, in respect of which indemnity may be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Companysought against such Holder, such Holder and its directors, officers and controlling persons for shall have the rights and duties given to MIT, and MIT or its directors or officers or such controlling person shall have the rights and duties given to such Holder, by the preceding subsection hereof. In no event shall the liability of any legal or any other expenses reasonably incurred Holder of Registrable Securities hereunder be greater in connection with investigating or defending any such Loss, in each case to amount than the extent, but only to amount of the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company proceeds received by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from upon the sale of the Registrable Securities covered by giving rise to such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)indemnification obligation.

Indemnification by Holder. The Company may require, as a condition Each Holder severally and not jointly agrees to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnifyindemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other Holders, the Company, and each of its directors and officers (including each director and officer of the Company who signed a Registration Statement), and each Person person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), from and against against: (a) any and all Losses loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable and documented fees and disbursements of counsel), arising out of or based on upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, Prospectus or preliminary Prospectus or any such Registration Statement, Prospectus, Free Writing Prospectus, offering circularamendment thereof or supplement thereto, or other document, arising out of or based upon any omission to state therein or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of provided, however, that a Holder shall only be liable under the portions of this Section 5(b)) reimburse the Companyindemnity provided pursuant to Sections 8.1 through 8.3 with respect to any loss, such directorsliability, officers and controlling persons for any legal claim, damage, judgment or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case expense to the extent, but only to the extent, that such extent arising out of (i) any untrue statement or omission is or alleged untrue statement or omission made in such Registration Statement, Prospectus, Free Writing 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 Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by the Company, if required by law to have been delivered, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred, (iii) such Holder’s violation of the federal securities laws (including Regulation M) or (iv) such Holder’s failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus. Notwithstanding the provisions of Sections 8.1 through 8.3, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in excess of the amount of the aggregate net cash proceeds received by such Holder for inclusion in or such Registration Statementpermitted assignee, Prospectusas the case may be, offering circular or other document; provided, however, that from sales of the obligations Registrable Securities of such Holder hereunder shall not apply to amounts paid in settlement under the Registration Statement that is the subject of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)indemnification claim.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that To the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest full extent permitted by law, severally each selling Holder severally, but not jointly, will indemnify and not jointly with any other Holders, hold harmless the Company, each of its directors and directors, each of its officers and who has signed the registration statement, each Person person, if any, who controls the Company (within the meaning of Section 15 the Securities Act or the Exchange Act, any underwriter (as defined in the Securities Act), any other Holder selling securities pursuant to the Registration Statement and each person, if any, who controls any such underwriter or other Holder within the meaning of the Securities Act and Section 20 of or the Exchange Act), from against any losses, claims, damages, or liabilities (joint or several) and against all Losses arising reasonable expenses to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions or proceedings in respect thereto) arise out of or are based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such LossViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in connection with respect to such Holder for inclusion in such the preparation of the Registration Statement; PROVIDED, Prospectus, offering circular or other document; provided, howeverHOWEVER, that the obligations of such Holder hereunder indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any such Losses (loss, claim, damage, liability or actions in respect thereof) action if such settlement is effected without the consent of such Holder (the Holder, which consent shall not be unreasonably withheld); and providedPROVIDED, furtherFURTHER, that in no event shall any indemnity under this Section 6(b) exceed the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to net proceeds from the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) offering received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)Holder.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that To the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally Holder will, if Warrant Shares are included in the securities as to which such registration or qualification is being effected, indemnify and not jointly with any other Holders, the hold harmless Company, each of its directors and directors, its officers and each Person person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of or the Exchange Act)Act and any underwriter, from and against all any Losses arising to which Company or any such director, officer, controlling person or underwriter may become subject under any Securities Laws, insofar as such Losses (or actions in respect thereto) arise out of or are based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such LossViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document Violation occurs in reliance upon and in conformity with written information furnished by Holder under an instrument duly executed by Holder and stated to the Company by be specifically for use in connection with such registration; and Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular will pay as incurred any legal or other documentexpenses reasonably incurred by Company or any such director, officer, controlling person or underwriter in connection with investigating or defending any such Losses or action if it is judicially determined that there was such a Violation; provided, however, that the obligations obligation of such Holder hereunder indemnity contained in this Section 8.2 shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) action if such settlement is effected without the consent of such Holder (Holder, which consent shall not be unreasonably withheld); and provided, provided further, that in no event shall any indemnity under this Section 8.2 exceed the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to net proceeds from the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) offering received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)Holder.

Indemnification by Holder. The Company may require, as If any of a condition to including any Selling Holder's Registrable Securities are included in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnifya registration statement under this Agreement, to the fullest extent permitted by applicable law, severally such Selling Holder shall indemnify and not jointly with any other Holders, hold harmless the Company, each of its directors and directors, each of its officers and who shall have signed the registration statement, each Person Person, if any, who controls the Company (within the meaning of Section 15 the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act and Section 20 of Act, the Exchange Act)Act or other federal or state laws, from insofar as such losses, claims, damages, liabilities and against all Losses arising expenses arise out of or are based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such LossViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement Violation is based on or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with arises from written information furnished by such Selling Holder to the Company by expressly for use in connection with such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other documentregistration; provided, however, that (x) the obligations of such Holder hereunder indemnification required by this Section 8(b) shall not apply to amounts paid in settlement of any such Losses (loss, claim, damage, liability or actions in respect thereof) expense if such settlement is effected without the consent of such the relevant Selling Holder (of Registrable Securities, which consent shall not be unreasonably withheld); , and provided, further, that (y) in no event shall the liability amount of such Holder shall be individual, not joint and several, for each Holder and shall be limited to any indemnity under this Section 8(b) exceed the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) from the applicable offering received by such selling Selling Holder. In no event shall a Holder from the sale be jointly liable with any other Holder as a result of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)its indemnification obligations.

Indemnification by Holder. The Company may require, as As a condition of the Company's obligation under this Article II to including effect any Registrable registration under the Securities in any Registration Statement filed in accordance with Section 4 hereofAct, that there shall be delivered to the Company shall have received an undertaking reasonably satisfactory agreement or agreements duly executed by each holder for whom Conversion Shares are to it from the participating Holder of be so registered, whereby such Registrable Securities holder agrees to indemnify, to the fullest extent permitted by law, severally indemnify and not jointly with any other Holders, hold harmless the Company, its directors and officers each Person referred to in clause (1), (2) or (3) of Section 11(a) of the Securities Act in respect of the registration statement and each Person other Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such Person or such other controlling Person may become subject under the Securities Act and Section 20 of or otherwise, but only to the Exchange Act)extent that the losses, from and against all Losses arising claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based on upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which the Conversion Shares are to be registered under the Securities Act, in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circularpreliminary prospectus or final prospectus contained therein or in any amendment or supplement thereto, or other document, arise out of or any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which made, not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Losswhich, in each case to the extentcase, but only to the extent, that such untrue statement or omission is made in such Registration Statementor omitted from the registration statement, Prospectus, Free Writing Prospectus, offering circular, preliminary or other document final prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder with respect to such Holder holder specifically for inclusion use in such Registration Statement, Prospectus, offering circular or other documentthe preparation thereof; provided, however, that the indemnification obligations of each such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and holder shall be limited to the aggregate gross proceeds (net total price of any underwriting commissions and discounts, but before deducting other expenses) received the Conversion Shares sold by such selling Holder from the sale of Registrable Securities covered by holder pursuant to such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)registration.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in In connection with any Registration Statement filed in accordance with Section 4 hereofwhich Holder is participating, that Holder shall furnish to the Company shall have received an undertaking in writing 109 such information and affidavits with respect to Holder as the Company reasonably satisfactory to it from the participating Holder of requests for use in connection with any such Registrable Securities Registration Statement or Prospectus and agrees to indemnify, severally and not jointly, to the fullest extent permitted by law, severally and not jointly with any other Holders, the Company, its officers, directors and officers agents and each Person Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act Act) against any and Section 20 of the Exchange Act)all losses, claims, damages, liabilities and expenses resulting from and against all Losses arising out of any untrue or based on any alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein or alleged omission of a material fact required to be stated therein in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is made contained in such Registration Statementor improperly omitted from, Prospectusas the case may be, Free Writing Prospectus, offering circular, any information or other document in reliance upon and in conformity with written information furnished to the Company by such Holder affidavit with respect to Holder so furnished in writing by Holder. Holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such Holder for inclusion underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company. Such indemnity shall remain in such Registration Statement, Prospectus, offering circular full force and effect regardless of any investigation made by or other document; provided, however, that on behalf of any Person seeking indemnification and shall survive the obligations transfer of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received securities by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)Person seeking information.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in In connection with any Registration Statement filed Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus or Free Writing Prospectus in accordance with Section 4 hereofwhich a Holder is participating, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by lawHolder, severally and not jointly with any other Holders, shall indemnify and hold harmless the Company, its directors and officers and each Person Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based on upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Free Writing Prospectus, offering circular, or other document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingtherein, and will (without limitation in the light of the portions of this Section 5(b)) reimburse the Companycircumstances under which they were made, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission is made or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished Holder to the Company by such Holder with respect to such Holder expressly for inclusion use therein. Notwithstanding the foregoing, in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder no event shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the sale of Registrable Securities covered by be greater in amount than such Registration Statement, Prospectus, offering circular or other document containing such untrue statement Holder’s Maximum Contribution Amount (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securitiesas defined below).

Indemnification by Holder. The Company may require, as If any of a condition to including any Selling Holder's Registrable Securities are included in any a Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnifyunder this Agreement, to the fullest extent permitted by applicable law, severally such Selling Holder shall indemnify and not jointly with any other Holdershold harmless CharterMac, the Companyeach of its trustees, its directors officers, employees and officers and agents, each Person Person, if any, who controls the Company (CharterMac within the meaning of Section 15 of the Securities Act Act, any other Selling Holder, any controlling Person of any such other Selling Holder and Section 20 each officer, director, partner, and employee of the Exchange Actsuch other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), from including attorneys' fees and against all Losses disbursements and expenses of investigation, incurred by such party arising out of or based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such LossViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement Violation is based on or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with arises from written information furnished to the Company by such Selling Holder to CharterMac expressly for use in connection with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular Statement (or other documentany amendments thereto) or any Prospectus (or any amendment or supplement thereto); provided, however, that (x) the obligations of such Holder hereunder indemnification required by this Section 6(b) shall not apply to amounts paid in settlement of any such Losses (loss, claim, damage, liability or actions in respect thereof) expense if such settlement is effected without the consent of such the relevant Selling Holder (of Registrable Securities, which consent shall not be unreasonably withheld); , and provided, further, that (y) in no event shall the liability amount of such Holder shall be individual, not joint and several, for each Holder and shall be limited to any indemnity under this Section 6(b) exceed the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) from the applicable offering received by such selling Selling Holder. In no event shall a Holder from the sale be jointly liable with any other Holder as a result of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)its indemnification obligations.

Indemnification by Holder. The Company may requireEach Holder, as by acceptance of a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by lawWarrant, severally and not jointly with any jointly, shall indemnify and hold harmless each other Holdersholder of securities included in a registration statement, the Company, its directors and officers officers, and each Person who controls the Company other Offering Participant (within the meaning of Section 15 of collectively, "Other Participants") against any losses, claims, damages, or liabilities, joint or several, to which any such Other Participants may become subject under the Securities Act and Section 20 of the Exchange Act)or any other statute or at common law, from and against all Losses arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on upon (1). any alleged untrue statement of a any material fact contained contained, on the effective date thereof, in any Offering Document, or (2) any alleged omission to state in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein document a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each either case to the extent, but and only to the extent, that such alleged untrue statement or alleged omission is was made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written or oral information furnished to the Company by such Holder with respect specifically for use therein, and then in the case of indemnification hereunder other than under the Securities Act only to the extent that such alleged untrue statements or alleged omissions by such Holder for inclusion in were not based on the authority of an expert as to which such Registration StatementHolder had no reasonable ground to believe, Prospectus, offering circular or other document; provided, however, and did not believe. that the obligations statements made on the authority of such Holder hereunder shall not apply expert were untrue or that there was an omission to amounts paid in settlement state a material fact. Notwithstanding the foregoing provisions of any such Losses this Subsection (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheldb); and provided, further, that the liability of such no Holder shall be individual, not joint and several, for each Holder and shall be limited required to pay under such provisions an amount in excess of the aggregate gross proceeds (net of any underwriting commissions and underwriter discounts, but before deducting other expenses) received by such selling Holder from in payment for the sale of Registrable Warrant Securities covered sold by him in such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)offering.

Indemnification by Holder. The Company may requireHolder will, as a condition in the event that any registration is being effected under the Securities Act pursuant to including this Agreement of any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereofheld by it, that indemnify and hold harmless the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder Issuer, each of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders, the Company, its directors and officers and each Person Underwriter (if any), and each other person, if any, who controls the Company (Underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising any expenses, losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such expenses, losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based on upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, Prospectus, Free Writing Prospectus, offering circularor any amendment or supplement to the Registration Statement, or other document, arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, and will (without limitation of if the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is was made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished in writing to the Company Issuer by such the Holder with respect to such Holder expressly for inclusion in such Registration Statementuse therein, Prospectusand shall reimburse the Issuer, offering circular its directors and officers, or controlling person for any legal or other document; provided, however, that the obligations expenses reasonably incurred by any of such Holder hereunder shall not apply to amounts paid them in settlement of connection with investigation or defending any such Losses (expense, loss, claim, damage, liability or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and action. The Holder’s indemnification obligations shall be limited to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)net proceeds actually received by it.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by lawHolders shall, severally and not jointly with any other Holdersjointly, indemnify and hold harmless the Company, its directors the directors, officers, agents and officers and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based on solely upon any untrue statement of a material fact contained in any such the Registration Statement, any Prospectus, Free Writing Prospectus, offering circular, or other document, or any form of prospectus, or arising solely out of or based 52 solely upon any omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made contained in or omitted from any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, Prospectus, Free Writing Prospectus, offering circular, such Prospectus or other document in reliance upon and in conformity with written information furnished such form of prospectus or to the Company extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder with respect expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations as a result of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the sale of Registrable Securities covered by pursuant to such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally will indemnify and not jointly with any other Holders, hold harmless the Company, each of its directors and each of its officers and each Person person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct (each, a “Company Indemnified Party”), from against any and against all Losses arising losses, claims, damages or liabilities, joint or several, to which such Company 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 on upon any untrue statement or alleged untrue statement of a any material fact contained in any such part of any Registration StatementStatement at any time, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, offering circular, Prospectus or other document, arise out of or any are based upon the omission to state therein or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is or alleged omission was made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such the Holder with respect to such Holder specifically for inclusion in such Registration Statementuse therein, Prospectus, offering circular and will reimburse each Company Indemnified Party for any legal or other document; provided, however, that the obligations of expenses reasonably incurred by such Holder hereunder shall not apply to amounts paid Company Indemnified Party in settlement of connection with investigating or defending against any such Losses loss, claim, damage or liability (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); , it being understood and provided, further, agreed that the liability only such information furnished by the Holder consists of such the Selling Shareholder Information. The obligations of the Holder shall be individual, not joint and several, for each Holder and under this Section 2(b) shall be limited to the aggregate gross net proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received to the Holder of the Offered Securities sold by such selling the Holder from pursuant to the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)Underwriting Agreement.

Indemnification by Holder. The Company may require, as If any of a condition to including any selling Holder's Registrable Securities are included in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnifya registration statement under this Agreement, to the fullest extent permitted by applicable law, severally such selling Holder shall indemnify and not jointly with any other Holders, hold harmless the Company, each of its directors and directors, each of its officers and who shall have signed the registration statement, each Person Person, if any, who controls the Company (within the meaning of Section 15 the Securities Act, any other selling Holder, any controlling Person of any such other selling Holder and each officer, director, partner, and employee of such other selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act and Section 20 of Act, the Exchange Act)Act or other federal or state laws, from insofar as such losses, claims, damages, liabilities and against all Losses arising expenses arise out of or are based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such LossViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement Violation is based on or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with arises from written information furnished by such selling Holder to the Company by expressly for use in connection with such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other documentregistration; provided, however, that (x) the obligations of such Holder hereunder indemnification required by this Section 5(b) shall not apply to amounts paid in settlement of any such Losses (loss, claim, damage, liability or actions in respect thereof) expense if such settlement is effected without the consent of such the relevant selling Holder (of Registrable Securities, which consent shall not be unreasonably withheld); , and provided, further, that (y) in no event shall the liability amount of such Holder shall be individual, not joint and several, for each Holder and shall be limited to any indemnity under this Section 5(b) exceed the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) from the applicable offering received by such selling Holder. In no event shall a Holder from the sale be jointly liable with any other Holder as a result of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)its indemnification obligations.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company Holder shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally indemnify and not jointly with any other Holders, hold harmless the Company, its directors the directors, officers, agents and officers and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based on solely upon (i) any untrue statement of a material fact contained in any such the Registration Statement, any Prospectus, Free Writing Prospectus, offering circular, or other document, or any form of prospectus, or arising solely out of or based solely upon any omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, Prospectus, Free Writing Prospectus, offering circular, such Prospectus or other document in reliance upon and in conformity with written information furnished such form of prospectus or to the Company extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder with respect to such Holder expressly for inclusion use in such the Registration Statement, Prospectussuch Prospectus or such form of prospectus or (ii) any violation or alleged violation by the Holders of the Securities Act, offering circular the Exchange Act, any other law, including, without limitation, any state securities law, or other documentany rule or regulation thereunder relating to the offer or sale of Registrable Securities; provided, however, that the obligations of such Holder hereunder indemnity agreement contained in this Section 4(b) shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the prior written consent of such Holder (which consent Holder. In no event shall not be unreasonably withheld); and provided, further, that the liability of such any selling Holder shall hereunder be individual, not joint and several, for each Holder and shall be limited to greater in amount than the aggregate gross dollar amount of the net proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from upon the sale of the Registrable Securities covered by giving rise to such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)indemnification obligation.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Each Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any agrees to indemnify and hold harmless the Company and the other Holders, the Company, its selling Holders and each of their directors and officers (including each director and officer of the Company who signed the Shelf Registration Statement), and each Person person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act and Act, to the same extent as the indemnity contained in Section 20 of the Exchange Act)5(a) hereof, from and against all Losses arising but only insofar as such loss, liability, claim, damage or expense arises out of or is based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circularor omission, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such alleged untrue statement or omission is omission, made in such the Shelf Registration Statement, Prospectus, Free Writing Prospectus, offering circular, Statement (or other document any amendment thereto) or any Prospectus in reliance upon and in conformity with written information furnished to the Company by such selling Holder with respect to expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld)obligated to provide such indemnity to the extent that such losses, liabilities, claims, damages or expenses result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information provided in writing by such Holder to the Company expressly for such purpose; and provided, provided further, that the liability of each such Holder shall be individual, not joint and several, for each Holder and Holder's obligations hereunder shall be limited to an amount equal to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from of the sale of Registrable Securities covered by sold pursuant to such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company Holder shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally indemnify and not jointly with any other Holders, hold harmless the Company, its directors directors, officers, agents and officers and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based on solely upon: any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, any Prospectus, Free Writing Prospectus, offering circularor in any amendment or supplement thereto or in any preliminary prospectus, or other document, arising out of or relating to any omission to state therein or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus or supplement thereto, and will (without limitation in light of the portions of this Section 5(b)circumstances under which they were made) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is made contained in any information so furnished in writing by such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished Holder to the Company by such Holder with respect to such Holder expressly for inclusion in such Registration StatementStatement or such Prospectus or (ii) to the extent, Prospectus, offering circular or other document; provided, howeverbut only to the extent, that such information relates to such Holder’s information provided in the obligations Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder hereunder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such a selling Holder shall be individual, not joint and several, for each Holder and shall be limited to greater in amount than the aggregate gross dollar amount of the proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received all expenses paid by such selling Holder from in connection with any claim relating to this Section 5 and the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect by reason of such Loss untrue statement or any substantially similar Loss arising from omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such Registrable Securities)indemnification obligation.

Indemnification by Holder. The Company may require, as As a condition of the Company's obligation under this Article II to including effect any Registrable registration under the Securities in any Registration Statement filed in accordance with Section 4 hereofAct, that there shall be delivered to the Company shall have received an undertaking reasonably satisfactory agreement or agreements duly executed by each holder for whom Warrant Shares are to it from the participating Holder of be so registered, whereby such Registrable Securities holder agrees to indemnify, to the fullest extent permitted by law, severally indemnify and not jointly with any other Holders, hold harmless the Company, its directors and officers each person referred to in clause (1), (2) or (3) of Section 11(a) of the Securities Act in respect of the registration statement and each Person other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such person or such other controlling person may become subject under the Securities Act and Section 20 of or otherwise, but only to the Exchange Act)extent that the losses, from and against all Losses arising claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based on upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which the Warrant Shares are to be registered under the Securities Act, in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circularpreliminary prospectus or final prospectus contained therein or in any amendment or supplement thereto, or other document, arise out of or any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Losswhich, in each case to the extentcase, but only to the extent, that such untrue statement or omission is made in such Registration Statementor omitted from the registration statement, Prospectus, Free Writing Prospectus, offering circular, preliminary or other document final prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder with respect to such Holder holder specifically for inclusion use in such Registration Statement, Prospectus, offering circular or other documentthe preparation thereof; provided, however, that the indemnification obligations of each such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and holder shall be limited to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) total consideration received by such selling Holder holder from the sale of Registrable Securities covered by Warrant Shares pursuant to such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)registration.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent and its permitted by lawassignees shall, severally and not jointly with any other Holdersjointly, indemnify and hold harmless the Company, its directors the directors, officers, agents and officers and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, and the respective successors, permitted assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based on solely upon any untrue statement of a material fact contained in any such the Registration Statement, any Prospectus, Free Writing Prospectus, offering circular, or other document, or any form of Prospectus, or arising solely out of or based solely upon any omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made contained in or omitted from any information so furnished in writing by the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, Prospectus, Free Writing Prospectus, offering circular, such Prospectus or other document in reliance upon and in conformity with written information furnished such form of prospectus or to the Company by extent that such information relates to the Holder with respect or the Holder’s proposed method of distribution of Registrable Securities. Notwithstanding anything to such Holder for inclusion in such Registration Statementthe contrary contained herein, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, liable under this Section 5(b) for only that amount as does not joint and several, for each Holder and shall be limited exceed the net proceeds to the aggregate gross proceeds (net Holder as a result of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the sale of Registrable Securities covered by pursuant to such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company Holder shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally indemnify and not jointly with any other Holders, hold harmless the Company, its directors the directors, officers, agents and officers and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based on solely upon (i) any untrue statement of a material fact contained in any such the Registration Statement, any Prospectus, Free Writing Prospectus, offering circular, or other document, or any form of prospectus, or arising solely out of or based solely upon any omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, Prospectus, Free Writing Prospectus, offering circular, such Prospectus or other document in reliance upon and in conformity with written information furnished such form of prospectus or to the Company extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder with respect to such Holder expressly for inclusion use in such the Registration Statement, Prospectussuch Prospectus or such form of prospectus or (ii) any violation or alleged violation by the Holders of the Securities Act, offering circular the Exchange Act, any other law, including, without limitation, any state securities law, or other documentany rule or regulation thereunder relating to the offer or sale of Registrable Securities; provided, however, that the obligations of such Holder hereunder indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the prior written consent of such Holder (which consent Holder. In no event shall not be unreasonably withheld); and provided, further, that the liability of such any selling Holder shall hereunder be individual, not joint and several, for each Holder and shall be limited to greater in amount than the aggregate gross dollar amount of the net proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from upon the sale of the Registrable Securities covered by giving rise to such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)indemnification obligation.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that To the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally each selling Holder will indemnify and not jointly with any other Holders, hold harmless the Company, each of its directors and directors, each of its officers and who has signed the registration statement, each Person person, if any, who controls the Company (within the meaning of Section 15 the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance or based upon and in conformity with (i) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act and Section 20 of the Exchange Act); or (ii) written information furnished by such Holder expressly for use in connection with such registration, from and against all Losses arising out of prospectus, or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, amendment or other document, supplement thereto or any omission to state therein or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; and each such Holder will pay, and will (without limitation of the portions of this Section 5(b)) reimburse the Companyas incurred, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 3.2, in connection with investigating or defending any such Lossloss, in each case to the extentclaim, but only to the extentdamage, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circularliability, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other documentaction; provided, however, that the obligations of such Holder hereunder indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any such Losses (loss, claim, damage, liability or actions in respect thereof) action if such settlement is effected without the consent of such Holder (the Holder, which consent shall not be unreasonably withheld); and provided, further, that in no event shall any indemnity under this Section 3.2 exceed the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to net proceeds from the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) offering received by such selling Holder from Holder, except in the sale case of Registrable Securities covered willful fraud by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)Holder.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that To the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, the Holder shall, severally and not jointly with any other Holdersjointly, the Companyindemnify and hold harmless Parent, each of its directors, its directors and officers and each Person who controls the Company Parent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), ) from and against all Losses arising to which such Persons may become subject under the Securities Act, the Exchange Act or other federal or state law insofar as such Losses arise out of or are based on upon any of the following statements, omissions or violations by the Holder (a) any untrue or alleged untrue statement of a material fact contained in any such the Registration Statement, Prospectus, Free Writing Prospectus, offering circular, Statement or other document, prospectus or any omission to state therein or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation in the case of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossprospectus, in each case to light of the extent, but only to the extent, that such circumstances under which they were made) not misleading based upon an untrue statement or alleged untrue statement or omission is or alleged omission made in such the Registration Statement, Prospectus, Free Writing Prospectus, offering circular, Statement or other document prospectus in reliance upon and in conformity with written information furnished by the Holder expressly for use therein or (b) any violation or alleged violation by the Holder in connection with the offering covered by the Registration Statement under the Securities Act, the Exchange Act, any state Securities laws and any regulations promulgated thereunder and (c) in the case of a Suspension Period, the use by the Holder of an outdated or defective prospectus after Parent has notified the Holder in writing that the prospectus is outdated or defective and prior to the Company receipt by such the Holder with respect to such Holder for inclusion of the notification contemplated in such Registration Statement, Prospectus, offering circular or other documentSection 2.2(f)(v); provided, however, that the obligations of such Holder hereunder indemnity agreement contained in this Section 3.2 shall not apply to Losses for amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (the Holder, which consent shall not be unreasonably withheld), conditioned or delayed; and provided, further, that in no event shall the liability of such Holder shall be individualHolder's cumulative aggregate obligation to indemnify under this Section 3.2 exceed the proceeds from the offering received by the Holder, not joint and several, for each Holder and shall be limited to the aggregate gross proceeds (net of any underwriting the sum of (i) discounts and commissions and discounts, but before deducting other expenses(ii) received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such the Holder has otherwise been required paid or is liable to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)under Section 3.4 hereof.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that To the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, each Holder severally and not jointly with any other Holdersagrees to indemnify and hold harmless, to the extent permitted by law, the Company, and each of its directors and officers (including each director and officer of the Company who signed a Registration Statement), and each Person person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), from and against against: (a) any and all Losses loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable and documented fees and disbursements of counsel), arising out of or based on upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, Prospectus or preliminary Prospectus or any such Registration Statement, Prospectus, Free Writing Prospectus, offering circularamendment thereof or supplement thereto, or other document, arising out of or based upon any omission to state therein or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of provided, however, that a Holder shall only be liable under the portions of indemnity provided pursuant this Section 5(b)) reimburse the CompanySections 7.2 with respect to any loss, such directorsliability, officers and controlling persons for any legal claim, damage, judgment or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case expense to the extent, but only to the extent, that such extent arising out of any untrue statement or omission is or alleged untrue statement or omission made in such Registration Statement, Prospectus, Free Writing 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 Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). Notwithstanding the provisions of this Sections 7.2, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in excess of the amount of the aggregate net cash proceeds received by such Holder for inclusion in or such Registration Statementpermitted assignee, Prospectusas the case may be, offering circular or other document; provided, however, that from sales of the obligations Registrable Securities of such Holder hereunder shall not apply to amounts paid in settlement under the Registration Statement that is the subject of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)indemnification claim.

Indemnification by Holder. The Company may require, as If any of a condition to including any Selling Holder's Registrable Securities are included in any a Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnifyunder this Agreement, to the fullest extent permitted by applicable law, severally such Selling Holder shall indemnify and not jointly with any other Holdershold harmless CharterMac, the Companyeach of its trustees, its directors officers, employees and officers and agents, each Person Person, if any, who controls the Company (CharterMac within the meaning of Section 15 of the Securities Act Act, any other Selling Holder, any controlling Person of any such other Selling Holder and Section 20 each officer, director, partner, and employee of the Exchange Actsuch other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), from including attorneys' fees and against all Losses disbursements and expenses of investigation, incurred by such party arising out of or based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such LossViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement Violation is based on or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with arises from written information furnished to the Company by such Selling Holder to CharterMac expressly for use in connection with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular Statement (or other documentany amendments thereto) or any Prospectus (or any amendment or supplement thereto); provided, however, that (x) the obligations of such Holder hereunder indemnification required by this Section 5(b) shall not apply to amounts paid in settlement of any such Losses (loss, claim, damage, liability or actions in respect thereof) expense if such settlement is effected without the consent of such the relevant Selling Holder (of Registrable Securities, which consent shall not be unreasonably withheld); , and provided, further, that (y) in no event shall the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising indemnity under this Section 5(b) exceed the gross proceeds from the sale of such Registrable Securities).applicable offering received by such

Indemnification by Holder. The Company may requireHolder shall, as a condition to including notwithstanding any termination of this Agreement (unless otherwise superseded by an underwriting agreement entered into in connection with an underwritten public offering of Registrable Securities in any Registration Statement filed in accordance with Section 4 hereofSecurities), that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally indemnify and not jointly with any other Holders, hold harmless the Company, its directors and directors, officers and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons (collectively, the “Company Indemnified Parties”), to the full extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), to which the Company Indemnified Parties may become subject under the Securities Act or otherwise, arising solely out of or based on solely upon any untrue statement of a material fact contained in any such Registration Statement, any Prospectus, Free Writing Prospectus, offering circular, or other document, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made contained in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document any information so furnished in reliance upon and in conformity with written information furnished writing by Holder to the Company by such Holder with respect to such Holder specifically for inclusion in the Registration Statement or such Registration StatementProspectus. Notwithstanding anything to the contrary contained herein, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, liable under this Section 6.2 for only that amount as does not joint and several, for each exceed the net proceeds to Holder and shall be limited to the aggregate gross proceeds (net as a result of any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the sale of Registrable Securities covered by pursuant to such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that To the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest full extent permitted by law, severally each selling Holder severally, but not jointly, will indemnify and not jointly with any other Holders, hold harmless the Company, each of its directors and directors, each of its officers and who has signed the registration statement, each Person person, if any, who controls the Company (within the meaning of Section 15 the Securities Act or the Exchange Act, any underwriter (as defined in the Securities Act), any other Holder selling securities pursuant to the Registration Statement and each person, if any, who controls any such underwriter or other Holder within the meaning of the Securities Act and Section 20 of or the Exchange Act), from against any losses, claims, damages, or liabilities (joint or several) and against all Losses arising reasonable expenses to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions or proceedings in respect thereto) arise out of or are based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such LossViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in connection with respect to such Holder for inclusion in such the preparation of the Registration Statement; PROVIDED, Prospectus, offering circular or other document; provided, howeverHOWEVER, that the obligations of such Holder hereunder indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses (loss, claim, damage, liability or actions in respect thereof) action if such settlement is effected without the consent of such Holder (the Holder, which consent shall not be unreasonably withheld); and providedPROVIDED, furtherFURTHER, that in no event shall any indemnity under this Section 9(b) exceed the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to net proceeds from the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) offering received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)Holder.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that To the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, the Holder shall, severally and not jointly with any other Holdersjointly, the Companyindemnify and hold harmless Parent, each of its directors, its directors and officers and each Person who controls the Company Parent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), ) from and against all Losses arising to which such Persons may become subject under the Securities Act, the Exchange Act or other federal or state law insofar as such Losses arise out of or are based on upon any of the following statements, omissions or violations by the Holder (a) any untrue or alleged untrue statement of a material fact contained in any such the Registration Statement, Prospectus, Free Writing Prospectus, offering circular, Statement or other document, prospectus or any omission to state therein or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation in the case of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossprospectus, in each case to light of the extent, but only to the extent, that such circumstances under which they were made) not misleading based upon an untrue statement or alleged untrue statement or omission is or alleged omission made in such the Registration Statement, Prospectus, Free Writing Prospectus, offering circular, Statement or other document prospectus in reliance upon and in conformity with written information furnished by the Holder expressly for use therein or (b) any violation or alleged violation by the Holder in connection with the offering covered by the Registration Statement under the Securities Act, the Exchange Act, any state Securities laws and any regulations promulgated thereunder and (c) in the case of a Suspension Period, the use by the Holder of an outdated or defective prospectus after Parent has notified the Holder in writing that the prospectus is outdated or defective and prior to the Company receipt by such the Holder with respect to such Holder for inclusion of the notification contemplated in such Registration Statement, Prospectus, offering circular or other documentSection 2.2(f)(v); provided, however, that the obligations of such Holder hereunder indemnity agreement contained in this Section 3.2 shall not apply to Losses for amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (the Holder, which consent shall not be unreasonably withheld), conditioned or delayed; and provided, further, that in no event shall the liability of such Holder shall be individualHolder’s cumulative aggregate obligation to indemnify under this Section 3.2 exceed the proceeds from the offering received by the Holder, not joint and several, for each Holder and shall be limited to the aggregate gross proceeds (net of any underwriting the sum of (i) discounts and commissions and discounts, but before deducting other expenses(ii) received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such the Holder has otherwise been required paid or is liable to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)under Section 3.4 hereof.

Indemnification by Holder. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that To the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest full extent permitted by law, severally each selling Holder severally, but not jointly, will indemnify and not jointly with any other Holders, hold harmless the Company, each of its directors and directors, each of its officers and who has signed the registration statement, each Person person, if any, who controls the Company (within the meaning of Section 15 the Securities Act or the Exchange Act, any underwriter (as defined in the Securities Act), any other Holder selling securities pursuant to the registration statement and each person, if any, who controls any such underwriter or other Holder within the meaning of the Securities Act and Section 20 of or the Exchange Act), from and against all Losses arising any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions or proceedings in respect thereto) arise out of or are based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such LossViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in connection with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other documentthe preparation of the registration statement; provided, however, that the obligations of such Holder hereunder indemnity agreement contained in this Section 8(b) shall not apply to amounts paid in settlement of any such Losses (loss, claim, damage, liability or actions in respect thereof) action if such settlement is effected without the consent of such Holder (the Holder, which consent shall not be unreasonably withheld); and provided, further, that in no event shall any indemnity under this Section 8(b) exceed the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to net proceeds from the aggregate gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) offering received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities)Holder.