(a) The Company will, and hereby does, indemnify and hold harmless each Elliott Party and its directors, partners, officers, agents, advisors and employees, against any and all losses, claims, damages, expenses or liabilities, joint or several, actions or proceedings (whether commenced or threatened, and whether or not such indemnified party is a party thereto) (each a “ Loss ” and collectively, “ Losses ”) to which each such indemnified party may become subject under the Securities Act or otherwise, to the extent that such Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement filed hereunder under which Eligible Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, any issuer Free Writing Prospectus or any “issuer information” (as defined in Rule 433 of the Act) filed or required to be filed pursuant to Rule 433(d) under the Act, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a preliminary prospectus, final prospectus or summary prospectus, in light of the circumstances in which they were made) not misleading; provided , however , that the Company shall not be liable in any such case to the extent that any such Loss arises out of or is based upon (i) any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, issuer Free Writing Prospectus, “issuer information” (as defined in Rule 433 of the Act), amendment or supplement in reliance upon and in conformity with information furnished in writing by or on behalf of an Elliott Party specifically for inclusion therein, or made in any Free Writing Prospectus or supplement used by or on behalf of an Elliott Party without the Company’s prior written consent, or (ii) any failure of an Elliott Party to comply with paragraphs 1(b), 4(a) or 4(b) or to use a supplemented or amended prospectus contemplated thereby.