Common use of Indemnification by the Issuer Clause in Contracts

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holder, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Registering Holder, its officers, directors and any person agents and each Person, if any, who controls such Registering Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred liabilities or expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Common Shares (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or caused by any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that and the Issuer will not be liable reimburse such Registering Holders for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such loss, claim, damage, liability or expense, except insofar as such losses, claims, damages, liabilities or expenses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Issuer by such Registering Holder or on such Registering Holder's behalf expressly for use therein; provided that with respect to any untrue statement or omission or alleged untrue statement or omission made in any such preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in results from the preparation thereof, or (2) which was cured in an amendment or supplement to fact that a current copy of the prospectus (or any amendment the amended or supplement theretosupplemented prospectus, as the case may be) delivered was not sent or given to the Holder on a timely basis to permit proper delivery thereof Person asserting any such loss, claim, damage, liability or expense at or prior to the date written confirmation of the sale of the Registrable Common Shares concerned to such Person if it is determined that the Issuer has provided such prospectus (or amended or supplemented prospectus) and it was the responsibility of such Registering Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Issuer also agrees to indemnify any underwriters of the Registrable Common Shares, their officers and directors and each Person who controls such underwriters on which any Registrable Securities were transferred or soldsubstantially the same basis as that of the indemnification of the Registering Holders provided in this Section 3.07(a).

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless to the fullest extent permitted by law each Holder of whose Registrable Securities which Shares are included in a registration statement pursuant to covered by the provisions of Section 7 hereof Registration Statement, its officers, directors and any underwriter (as defined in the Securities Act) for such Holdereach Person, and any person if any, who controls such Holder within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities 1934 Act, from and against any officerand all losses, directorclaims, investment adviserdamages, employeeliabilities, agentand expenses, partner, member or affiliate of such Holder any action or proceeding in respect thereof (each, a “Holder Indemnified PartyLiability” and collectively, “Liabilities”), from and against, and will reimburse each ) (including reimbursement of such Holder Indemnified Party with respect to, for any and all claims, actions, demands, losses, damages, liabilities, costs and legal or any other expenses reasonably incurred expenses to which by it in investigating or defending such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise Liabilities) arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, the Registration Statement or any prospectus contained therein relating to such Registrable Shares (or in any amendment or supplement thereto), or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or (ii) are based upon any materially inaccurate representation such untrue statement or breach of any material warranty, agreement omission or covenant of alleged untrue statement or omission based upon information furnished in writing to the Issuer contained hereinby such Holder or on such Holder’s behalf, in either such case expressly for use therein; provided, however, that the Issuer will not be liable with respect to any untrue statement or omission or alleged untrue statement or omission made in any such case prospectus, the indemnity agreement contained in this paragraph shall not apply to the extent that any such claimLiability results from (a) the fact that a current copy of the prospectus was not sent or given to the Person asserting any such Liability at or prior to the written confirmation of the sale of the Registrable Shares concerned to such Person if it is determined that the Issuer has provided such prospectus and it was the responsibility of such Holder or its agents to provide such Person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Liability, action, demand, loss, damage, liability, cost (b) the use of any prospectus by or expense is caused by on behalf of any Holder after the Issuer has notified such Person (i) that such prospectus contains an untrue statement of a material fact or alleged untrue statement omits to state a material fact required to be stated therein or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use necessary to make the statements therein, in the preparation thereoflight of the circumstances under which they were made, not misleading, (ii) that a stop order has been issued by the SEC with respect to the Registration Statement or (2iii) which was cured in an amendment that a Disadvantageous Condition exists or supplement (c) the use of any prospectus by or on behalf of any Holder with respect to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldShares after such time as the Issuer’s obligation to keep the Registration Statement effective in respect of such Registrable Shares has expired.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdertheir respective affiliates, and any person each of their respective officers, directors, partners, members, employees, agents, counsel, financial advisors and assignees (including affiliates of such assignees) and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and any officerexpenses (including reasonable costs of investigation and reasonable legal expenses), director, investment adviser, employee, agent, partner, member joint or affiliate of such Holder several (each, a “Holder Indemnified PartyLoss” and collectively “Losses”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or arise out of any documents incorporated by reference therein) or are based upon the any Issuer Free Writing Prospectus or amendment thereof or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of and the Issuer contained hereinagrees to reimburse (on an as-incurred monthly basis) each indemnified party for any reasonable legal or other reasonable expenses incurred in connection with investigating, defending or participating in any such Loss (whether or not such indemnified party is a party to any action or proceeding out of which indemnified expenses arise); provided, however, that the Issuer will shall not be liable to any indemnified party in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically holder expressly for use in the preparation thereof. This indemnity shall be in addition to any liability the Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the transfer of such securities by such holder. The Issuer will also indemnify, or if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in any distribution pursuant hereto, their officers and directors and each Person who controls such Persons (2within the meaning of the Securities Act and the Exchange Act) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered same extent as provided above with respect to the Holder on a timely basis to permit proper delivery thereof prior to indemnification of the date on which any Registrable Securities were transferred or soldIndemnified Persons.

Indemnification by the Issuer. The Issuer will ISSUER agrees to indemnify and hold harmless SUBSCRIBER, its directors and officers and each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holderperson, and any person if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter SUBSCRIBER within the meaning of the Securities Act and/or the Securities Exchange Act of 1934, as amended ("Exchange Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”"), from and againstagainst any losses, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which SUBSCRIBER or such Holder or any such Holder Indemnified Party person may become subject subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained (A) in such registration statement, any prospectus contained therein or registration statement for the Shares or (B) in any amendment blue sky application or supplement theretoother document executed by the ISSUER specifically for blue sky purposes or based upon any other written information furnished by the ISSUER or on its behalf to any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application"), or arise out of or are based upon (ii) the omission or alleged omission by the ISSUER to state therein in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or (ii) other expenses reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any materially inaccurate representation such loss, claim, damage, liability or breach of any material warranty, agreement or covenant of the Issuer contained hereinaction; provided, however, that the Issuer ISSUER will not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldsuch Blue Sky Application ("Non-Indemnity Events").

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of the holders of Registrable Securities which are included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a registration statement pursuant to the provisions of Section 7 hereof Shelf Registration Statement and any underwriter (as defined in the Securities Act) for such Holder, and any each person who controls such Holder within the meaning of either Section 15 of the Securities Act participates as an underwriter in any offering or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate sale of such Holder (eachRegistrable Securities against any losses, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such Holder holder or any such Holder Indemnified Party underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in such registration statementany Exchange Offer Registration Statement or Shelf Registration Statement, any prospectus contained therein as the case may be (or any amendment or supplement thereto), under which such Registrable Securities were registered under the Securities Act, including all exhibits therein and documents incorporated by reference thereto, or any preliminary or final prospectus contained therein or furnished by the Issuer to any such holder, Electing Holder or underwriter, or any amendment or supplement thereto, or any free writing prospectus (as defined in Rule 405) prepared by or on behalf of the Issuer or used or referred to by the Issuer in connection with the Exchange Offers or the Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such Electing Holder and such underwriter for any reasonable and duly documented legal or (ii) other expenses incurred by them in connection with investigating or defending any materially inaccurate representation such action or breach of any material warranty, agreement or covenant of the Issuer contained hereinclaim as such expenses are incurred; provided, however, that the Issuer will shall not be liable to any such person in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereofregistration statement, or (2) which was cured in an amendment preliminary, final or supplement to the prospectus (summary prospectus, or any amendment or supplement thereto) delivered , in reliance upon and in conformity with written information furnished to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldIssuer by such person expressly for use therein.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless the Stockholder, its partners, directors, officers, trustees, other Affiliates, agents and representatives and each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holder, and any person Person who controls such Holder (within the meaning of either Section 15 of the Securities Act Act) the Stockholder from and against any and all losses, claims, damages, liabilities and expenses, or Section 20 any action or proceeding in respect thereof (including reasonable costs of the Exchange Act or such underwriter within the meaning of the Securities Act, investigation and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder reasonable attorneys’ fees and expenses) (each, a “Holder Indemnified PartyLiability” and collectively, “Liabilities”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise ) arising out of or are based upon (ia) any untrue statement or alleged untrue statement of any a material fact contained in such registration statementthe Disclosure Package, any prospectus contained therein the Registration Statement, the Prospectus or in any amendment or supplement thereto, or arise out of or are based upon ; and (b) the omission or alleged omission to state therein a in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will shall not be liable (i) in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Liability arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in such Disclosure Package, Registration Statement, Prospectus or preliminary prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Issuer by such Holder or on behalf of the Stockholder (including the information provided pursuant to Section 6.2), specifically for inclusion therein or, in writing specifically the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation thereof, ; and (ii) for any Liability if (A) the Issuer has notified the Stockholder to suspend use of the Prospectus pursuant to Section 6.3(a) or (2b); (B) which the Stockholder continues to use the relevant Prospectus notwithstanding such notice; and (C) such Liability arises from or is based upon an untrue statement or alleged untrue statement of any material fact or omission to state a material fact that was cured in an amendment the supplemented or supplement to the prospectus amended Prospectus contemplated by Section 6.3(a) or (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldb).

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 6 hereof and any underwriter (as defined in the Securities Act) for such Holder, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold.

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of the holders of Registrable Securities which are included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a registration statement pursuant to the provisions of Section 7 hereof Shelf Registration Statement and any underwriter (as defined in the Securities Act) for such Holder, and any each person who controls such Holder within the meaning of either Section 15 of the Securities Act participates as an underwriter in any offering or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate sale of such Holder (eachRegistrable Securities against any losses, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such Holder holder or any such Holder Indemnified Party underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in such registration statementany Exchange Offer Registration Statement or Shelf Registration Statement, any prospectus contained therein as the case may be (or any amendment or supplement thereto), under which such Registrable Securities were registered under the Securities Act, including all exhibits therein and documents incorporated by reference thereto, or any preliminary or final prospectus contained therein or furnished by the Issuer to any such holder, Electing Holder or underwriter, or any amendment or supplement thereto, or any free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Issuer or used or referred to by the Issuer in connection with the Exchange Offer or the Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such Electing Holder and such underwriter for any reasonable and duly documented legal or (ii) other expenses incurred by them in connection with investigating or defending any materially inaccurate representation such action or breach of any material warranty, agreement or covenant of the Issuer contained hereinclaim as such expenses are incurred; provided, however, that the Issuer will shall not be liable to any such person in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereofregistration statement, or (2) which was cured in an amendment preliminary, final or supplement to the prospectus (summary prospectus, or any amendment or supplement thereto) delivered , in reliance upon and in conformity with written information furnished to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldIssuer by such person expressly for use therein.

Indemnification by the Issuer. The In the event of any registration of any securities of the Issuer will under the Securities Act, the Issuer will, and hereby does, indemnify and hold harmless each Holder the seller of any Registrable Securities which are included in a covered by such registration statement pursuant to the provisions of Section 7 hereof statement, its directors and any officers, each other Person who participates as an underwriter (as defined in the Securities Act) for offering or sale of such Holdersecurities and each other Person, and any person if any, who controls such Holder within the meaning of either Section 15 of the Securities Act seller or Section 20 of the Exchange Act or any such underwriter within the meaning of the Securities Act, and against any officerlosses, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such Holder seller or any such Holder Indemnified Party director or officer or underwriter or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, actionsdamages or liabilities (or actions or proceedings, demandswhether commenced or threatened, losses, damages, liabilities, costs or reasonably incurred expenses in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such registration statementsecurities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein therein, or any amendment or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of and the Issuer contained hereinwill reimburse such seller and each such director, officer, underwriter and controlling Person for any legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, provided that the Issuer will shall not be obligated to reimburse the sellers for more than one counsel and shall not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability (or action or proceeding in respect thereof) or expense arises out of or is caused by based upon an untrue statement or alleged untrue statement omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or omission or alleged omission (1) made supplement in reliance upon and in conformity with written information furnished to the Issuer through an instrument duly executed by such Holder in writing seller specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (2) which was cured in an amendment or supplement to the prospectus (on behalf of such seller or any amendment such director, officer, underwriter or supplement thereto) delivered to controlling Person and shall survive the Holder on a timely basis to permit proper delivery thereof prior to transfer of such securities by such seller and the date on which any Registrable Securities were transferred termination or soldexpiration of this Warrant.

Indemnification by the Issuer. The In connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by a broker-dealer or in the event of a registration of the Registrable Notes pursuant to Section 2(b) hereof, the Issuer will shall, and hereby agrees to, indemnify and hold harmless each Holder of the holders of Registrable Securities which are Notes included in an Exchange Offer Registration Statement that is required to deliver the prospectus included in the Exchange Offer Registration Statement with respect to any resales of Exchange Notes, each of the Electing Holders of Registrable Notes included in a registration statement pursuant to the provisions of Section 7 hereof Resale Registration Statement and any underwriter (as defined in the Securities Act) for such Holder, and any each person who controls such Holder within the meaning of either Section 15 of the Securities Act participates as a placement or Section 20 of the Exchange Act sales agent or such as an underwriter within the meaning of the Securities Act, and in any officer, director, investment adviser, employee, agent, partner, member offering or affiliate sale of such Holder (eachRegistrable Notes against any losses, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such Holder holder, agent or any such Holder Indemnified Party underwriter may become subject under the Securities Act, the Exchange Act or other United States federal or state statutory law or regulation at common law or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Offer Registration Statement or Resale Registration Statement, as the case may be, under which such registration statementRegistrable Notes were registered under the Securities Act, any prospectus contained therein or and any amendment or supplement thereto, if the Issuer shall have furnished any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of and the Issuer contained hereinshall, and it hereby agrees to, reimburse such holder, such Electing Holder, such agent and such underwriter, upon request, for any reasonable and documented legal or other expenses incurred by them in connection with investigating or defending any such action or claim; provided, however, that the Issuer will shall not be liable to any such person in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made therein, in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder in writing specifically person expressly for use in therein; and provided, further, that such indemnity shall not inure to the preparation benefit of any other person, if any, who controls such person within the meaning of the Securities Act or the Exchange Act from whom the person asserting such loss, claim, damage or liability purchased the Notes or Exchange Notes which are the subject thereof, or (2) which was cured in an amendment or supplement to if such asserting person did not receive a copy of the prospectus included in such registration statement (or any amendment the prospectus as amended or supplement theretosupplemented) delivered to the Holder on a timely basis to permit proper delivery thereof at or prior to the date on which confirmation of the sale of such Notes or Exchange Notes to such asserting person in any Registrable case where such delivery of a prospectus is required by the Securities were transferred Act, and the untrue statement or soldomission of a material fact contained in the prospectus was corrected in the prospectus as amended or supplemented and the Issuer previously furnished copies thereof to the person with a prospectus delivery obligation.

Indemnification by the Issuer. The Issuer will Solely in connection with this Section 11 and without limiting the scope of Section 12.6, Holdings shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder of the Lender, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities which are included in as principal as a registration statement pursuant result of a pledge or any failure to the provisions perform under a margin call of Section 7 hereof Common Stock), investment advisors and employees (and any underwriter (as defined in the Securities Actother Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) for such Holderof each of them, and any person each Person who controls such Holder the Lender (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within Act) and the meaning of the Securities Actofficers, directors, members, shareholders, partners, agents and employees (and any officerother Persons with a functionally equivalent role of a Person holding such titles, director, investment adviser, employee, agent, partner, member or affiliate notwithstanding a lack of such Holder (eachtitle or any other title) of each such controlling Person, a “Holder Indemnified Party”)to the fullest extent permitted by applicable law, from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs (including, without limitation, actual attorneys’ fees) and reasonably incurred expenses (collectively, “Losses”), as incurred, arising out of or relating to which such Holder (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any prospectus or any such Holder Indemnified Party may become subject form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) relating to any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged 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 supplement thereto and any free writing prospectus or “issuer information,” in light of the circumstances under which they were made) not misleadingmisleading or (2) any violation or alleged violation by Holdings of the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or (ii) any materially inaccurate representation state securities law, or breach any rule or regulation thereunder, in connection with the performance of any material warrantyits obligations under this Agreement, agreement or covenant of except to the Issuer contained herein; providedextent, howeverbut only to the extent, that such untrue statements or omissions are based solely upon information regarding Holdings furnished in writing to Holdings by the Issuer will not be liable in any such case Lender expressly for use therein, or to the extent that any such claim, action, demand, loss, damage, liability, cost information relates to the Lender or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder the Lender’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing specifically by the Lender expressly for use in the preparation thereofa Registration Statement, or (2) which was cured such prospectus, in an amendment or supplement to the prospectus (or any amendment or supplement theretothereto or any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) delivered to under the Holder on a timely basis to permit proper delivery thereof prior to Securities Act. Holdings shall notify the date on Lender promptly of the institution, threat or assertion of any proceeding whatsoever arising from or in connection with the transactions contemplated by this Agreement of which any Registrable Securities were transferred or soldthe Issuer is aware.

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of Registrable Securities Shares which are included in a registration statement pursuant to the provisions of Section 7 6 hereof and any underwriter (as defined in the Securities Act) for such Holder, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a an “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities Shares were transferred or sold, or (3) which was caused by the failure of such Investor to comply with the covenants and agreements contained in this Agreement respecting resale of the Shares.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any Initial Purchaser, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (as defined in the Securities Actany such Person being an "Underwriter") for such Holderand each Person, and any person if any, who controls such any Holder or Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such Holder or any such Holder Indemnified Party they may become subject under the Securities 1933 Act, the 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein Registration Statement pursuant to which Exchange Notes or Registrable Notes were registered under the 1933 Act or any amendment or supplement theretoProspectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or (ii) other expenses reasonably incurred by them in connection with investigating or defending any materially inaccurate representation such loss, claim, damage, liability or breach of any material warranty, agreement or covenant of the Issuer contained hereinaction; provided, however, that (i) the Issuer will not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by an based upon any such untrue statement or alleged untrue statement or omission or alleged omission (1) made therein in reliance upon and in conformity with written information furnished to the Issuer by any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with respect to such Holder in writing Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter, as the case may be, specifically for use inclusion therein, and (ii) such indemnity with respect to any Registration Statement or Prospectus shall not inure to the benefit of any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Exchange Notes or Registrable Notes concerned, to the extent that any such loss, claim, damage or liability occurs under the circumstances where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Issuer has previously furnished copies of such Registration Statement or Prospectus, (x) the untrue statement or omission of a material fact contained in the preparation thereof, such Registration Statement or (2) which Prospectus was cured corrected in an amendment or supplement to such Registration Statement or Prospectus, (y) delivery of such Registration Statement or Prospectus was required by the prospectus 1933 Act to be made to such Person, and (z) there was not sent or any amendment given to such Person, at or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on written confirmation of the sale of the Exchange Notes or Registrable Notes to such Person, a copy of such Registration Statement or Prospectus, as amended or supplemented. This indemnity agreement will be in addition to any liability which any Registrable Securities were transferred or soldthe Issuer may otherwise have.

Indemnification by the Issuer. The In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, the Issuer will shall indemnify and hold harmless the seller of such securities, its directors, officers, and employees, each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (other person who participates as defined an underwriter, broker or dealer in the Securities Act) for offering or sale of such Holdersecurities and each other person, and any person if any, who controls such Holder seller or any such participating person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which such seller or any officer, such director, investment adviserofficer, employee, agent, partner, member participating person or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementsecurities were registered under the Securities Act, any Prospectus or preliminary prospectus contained therein included therein, or any amendment or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of ; and the Issuer contained hereinshall reimburse such seller and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding as such expenses are incurred; provided, however, provided that the Issuer will shall not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense arises out of or is caused by based upon an untrue statement or alleged untrue statement omission made in any such Registration Statement, Prospectus, preliminary prospectus, amendment or omission or alleged omission (1) made supplement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically seller or participating person expressly for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Selling Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Securities, its officers, directors, partners, employees, advisors and any underwriter (as defined in the Securities Act) for such Holderagents, and any person each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilitiesexpenses (including without limitation reasonable costs of investigation and fees, costs disbursements and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out other charges of or are based upon (icounsel) and liabilities caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or any amendment preliminary prospectus or supplement theretoany document incorporated by reference in any of the foregoing, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, expenses or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in liabilities are caused by any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or omission or alleged untrue statement or omission or alleged omission (1) made in conformity with based upon information furnished in writing to the Issuer by such Selling Holder in writing specifically or on such Selling Holder's behalf expressly for use therein. The Issuer also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldthis Section 4.1.

Indemnification by the Issuer. The In the event of any registration of any Registrable Securities of the Issuer will indemnify under the Securities Act, the Issuer hereby indemnifies and agrees to hold harmless harmless, to the extent permitted by applicable Law, each Holder of Registrable Securities which are included in a covered by such registration statement pursuant to statement, each Affiliate of such Holder and their respective directors and officers, general and limited partners or members and managing members (and the provisions of Section 7 hereof directors, officers, Affiliates and any underwriter (as defined in the Securities Act) for such Holdercontrolling Persons thereof), and any person each other Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of (collectively, the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified PartyParties”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, damages or liabilities, costs joint or several, and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, actionsdamages or liabilities (or actions or proceedings in respect thereof, demands, losses, damages, liabilities, costs whether or reasonably incurred expenses not such Indemnified Party is a party thereto) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such registration statementsecurities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein therein, or any amendment or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant misleading in the light of the circumstances then existing, and the Issuer contained hereinwill reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding as such expenses are incurred; provided, however, that the Issuer will not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability (or action or proceeding in respect thereof) or expense arises out of or is caused by an based upon any untrue statement or alleged untrue statement or omission or alleged omission (1) made in such registration statement, in any such preliminary, final or summary prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information with respect to such Indemnified Party furnished to the Issuer by such Holder in writing specifically Indemnified Party for use in the preparation thereofthereof and not subsequently corrected, amended or (2) which was cured supplemented by such Indemnified Party. Such indemnity will remain in an amendment full force and effect regardless of any investigation made by or supplement to the prospectus (on behalf of such Holder or any amendment or supplement thereto) delivered to Indemnified Party and will survive the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldTransfer of such securities by such Holder.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Stockholder, its partners, directors, officers, other Affiliates and any underwriter (as defined in the Securities Act) for such Holder, and any person each Person who controls such Holder (within the meaning of either Section 15 of the Securities Act Act) such Stockholder from and against any and all losses, claims, damages, liabilities and expenses, or Section 20 any action or proceeding in respect thereof (including reasonable costs of the Exchange Act or such underwriter within the meaning of the Securities Act, investigation and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder reasonable attorneys' fees and expenses) (each, a “Holder Indemnified Party”"Liability" and collectively, "Liabilities"), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement untrue, or alleged untrue allegedly untrue, statement of any a material fact contained in such registration statementany Registration Statement, Prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or any amendment supplements thereto) or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of misleading under the Issuer contained hereincircumstances such statements were made; provided, however, that the Issuer will shall not be liable (i) in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Liability arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in such Registration Statement, Prospectus or preliminary prospectus or notification or offering circular in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder in writing Stockholder (including, without limitation, the information provided pursuant to Section 7.2), specifically for use in the preparation thereofthereof and (ii) for any Liability if (1) the Issuer has notified such Stockholder to suspend use of the Prospectus pursuant to Section 6.3(a) or (b), or (2) which such Stockholder continues to use the relevant Prospectus notwithstanding such notice, and (3) such Liability arises from or is based upon an untrue statement or alleged untrue statement of any material fact or omission to state a material fact that was cured in an amendment the supplemented or supplement to the prospectus amended Prospectus contemplated by Section 6.3(a) or (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldb).

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdertheir respective officers, directors, advisors and any person agents and employees and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and any officerexpenses (including reasonable costs of investigation and legal expenses), director, investment adviser, employee, agent, partner, member joint or affiliate of such Holder several (each, a “Holder Indemnified PartyLoss” and collectively “Losses”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or arise out of any documents incorporated by reference therein) or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will shall not be liable to any indemnified party in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically holder expressly for use in the preparation thereof. This indemnity shall be in addition to any liability the Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the transfer of such securities by such holder. The Issuer will also indemnify, or if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in any distribution pursuant hereto, their officers and directors and each Person who controls such Persons (2within the meaning of the Securities Act and the Exchange Act) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered same extent as provided above with respect to the Holder on a timely basis to permit proper delivery thereof prior to indemnification of the date on which any Registrable Securities were transferred or soldIndemnified Persons.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder selling holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdertheir respective directors, officers and partners, and any person each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons (each, an "Indemnified Party") from and against any officerand all losses, directorclaims, investment adviserdamages, employeeliabilities (or actions or proceedings in respect thereof, agentwhether or not such Indemnified Party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses), partner, member joint or affiliate of such Holder several (each, a “Holder Indemnified Party”"Loss" and collectively "Losses"), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or arise out of any documents incorporated by reference therein) or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will shall not be liable in any such case to indemnify an Indemnified Party pursuant to clauses (i) or (ii) above to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically holder expressly for use in the preparation thereofthereof or arises out of or is based upon such holder's failure to deliver a copy of the Prospectus or any amendments or supplements thereto to a purchaser (if so required) after the Issuer has furnished such holder with a sufficient number of copies of the same. This indemnity shall be in addition to any liability Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any Indemnified Party and shall survive the transfer of such securities by such holder. The Issuer will also indemnify, or if the offering is an Underwritten Offering (2including a Shelf Underwritten Offering) which was cured and if requested, underwriters participating in an amendment or supplement any distribution pursuant to this Agreement, their officers, directors and partners, and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the prospectus (or any amendment or supplement thereto) delivered same extent as provided above with respect to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldindemnification of each holder.

Indemnification by the Issuer. The In the event of the registration of any Warrant Securities under the Securities Act pursuant to the provisions hereof, the Issuer will indemnify and hold harmless each Holder and every seller of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Warrant Securities, its directors, officers, employees and any underwriter (as defined agents, each underwriter, broker and dealer, if any, who participates in the Securities Act) for offering or sale of such HolderWarrant Securities, and any person each other Person, if any, who controls such Holder seller or any such underwriter, broker or dealer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder each hereinafter sometimes referred to as an "Indemnified Party”), Person") from and againstagainst any losses, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilitiesliabilities or expenses, costs and reasonably incurred expenses joint or several, to which such Holder or any such Holder Indemnified Party Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs liabilities or reasonably incurred expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in such registration statement, any prospectus contained therein Registration Statement or Prospectus or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such Indemnified Person for any legal or (ii) other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any materially inaccurate representation such loss, claim, damage, liability or breach of any material warranty, agreement or covenant of the Issuer contained hereinaction; provided, however, that the Issuer will not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished or incorporated by such Holder in writing specifically for use reference in the preparation thereof, Registration Statement or (2) which was cured in an amendment or supplement to the prospectus (Prospectus or any amendment or supplement thereto) delivered , in reliance upon and in conformity with written information furnished to the Holder Issuer by such Indemnified Person stated to be specifically for use in preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on a timely basis to permit proper delivery thereof prior to behalf of such Indemnified Person and shall survive the date on which any Registrable Securities were transferred or soldtransfer of such Warrant Securities.

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of the holders of Registrable Securities which are included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such HolderShelf Registration Statement, and any person who controls such Holder within the meaning of either Section 15 each of the Market Makers as holders of Registrable Securities Act or Section 20 Exchange Securities included in a Market Making Shelf Registration Statement and each of the Affiliate Investors as holders of Registrable Securities or Exchange Act or such underwriter within the meaning of the Securities Actincluded in a Market Making Shelf Registration Statement against any losses, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such holder, such Market Maker, such Electing Holder or any such Holder Indemnified Party Affiliate Investor may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Registration Statement or Secondary Offer Registration Statement, as the case may be, under which such registration statementseries of Registrable Securities or Exchange Securities, as applicable, were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any prospectus “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder, such Market Maker, such Electing Holder or Affiliate Investor or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse any such holder, such Market Maker, such Electing Holder and such Affiliate Investor for any legal or (ii) other expenses reasonably incurred by them in connection with investigating or defending any materially inaccurate representation such action or breach of any material warranty, agreement or covenant of the Issuer contained hereinclaim as such expenses are incurred; provided, however, that the Issuer will shall not be liable to any such person in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereofregistration statement, or (2) which was cured in an amendment preliminary, final or supplement to the summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) or any amendment or supplement thereto) delivered , in reliance upon and in conformity with written information furnished to the Holder on Issuer by such person expressly for use therein, which information, with respect to information provided by any Market Makers for inclusion in the prospectus forming a timely basis to permit proper delivery thereof prior part of the Market Making Shelf Registration Statement the parties hereto agree will be limited to the date statements concerning the market-making activities of the Market Makers to be set forth on which any Registrable Securities were transferred or soldthe cover page and in the “Plan of Distribution” section of the prospectus forming a part of the Market Making Shelf Registration Statement and in the analogous section of the Canadian wrapper, if any, of such prospectus.

Indemnification by the Issuer. The Issuer will shall, and hereby does, indemnify and hold harmless harmless, in the case of any registration statement hereunder, each Holder seller of any Registrable Securities which are included in a covered by such registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holder, and any person each Person who controls such Holder within the meaning of either Section 15 of the Securities Act seller and their respective directors, officers, partners, shareholders, employees, representatives, agents and Affiliates or Section 20 of the Exchange Act controlling persons against any losses, claims, damages or liabilities, joint or several, to which such underwriter within the meaning of the Securities Actseller or any such director, and any officer, directorpartner, investment advisershareholder, employee, representative, agent, partner, member Affiliate or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party controlling person may become subject under the Securities Act or otherwise, including the reasonable fees and expenses of legal counsel, insofar as such losses, claims, actionsdamages or liabilities (or actions or proceedings, demandswhether commenced or threatened, losses, damages, liabilities, costs or reasonably incurred expenses in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such registration statementsecurities were registered under the Securities Act, any prospectus Preliminary Prospectus, final Prospectus or summary Prospectus contained therein therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of and the Issuer contained hereinwill promptly reimburse each such seller and each such director, officer, partner, shareholder, employee, representative, agent, Affiliate and controlling person for any legal or any other expenses (including expense advances for investigation) reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that the Issuer will shall not be liable (i) in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability (or action or proceeding in respect thereof) or expense arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in such registration statement, any such Preliminary Prospectus, final Prospectus, summary Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder in writing specifically seller expressly for use in therein, unless prior to the preparation thereofprinting of such Preliminary Prospectus, or (2) which was cured in an final Prospectus, summary Prospectus, amendment or supplement the Issuer was furnished information which corrected or made not misleading the previously furnished information and the Issuer failed to incorporate such additional information into the prospectus (or any registration statement and Prospectus amendment or supplement theretoor (ii) delivered for the use of any Prospectus after such time as the Issuer has advised such indemnified party in writing that the filing of a post-effective amendment or supplement thereto is required, except for the use of the Prospectus as so amended or supplemented, or the use of any Prospectus after such time as the obligation of the Issuer to keep the same current and effective has expired. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such seller or any such director, officer, partner, shareholder, employee, representative, agent, Affiliate or controlling person and shall survive the transfer of such securities by such seller. The reimbursements required by this Section 2.9(a) will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred and reasonable documentation of the same is provided to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldindemnifying party.

Indemnification by the Issuer. The Issuer will indemnify and hold harmless (i) each Holder holder of Registrable Securities which are seeking to sell A/B Exchange Securities and required to deliver prospectuses that will be utilizing the prospectus contained in the A/B Exchange Offer Registration Statement, (ii) each of the Electing Holders of Registrable Securities included in a registration statement pursuant to the provisions of Section 7 hereof Shelf Registration Statement and any underwriter (as defined in the Securities Actiii) for such Holder, and any each person who controls such Holder within the meaning of either Section 15 of the Securities Act participates as an underwriter in any offering or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate sale of such Holder (eachRegistrable Securities against any losses, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such Holder holder or any such Holder Indemnified Party underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in such registration statementany A/B Exchange Offer Registration Statement or Shelf Registration Statement, any prospectus contained therein as the case may be (or any amendment or supplement thereto), under which such Registrable Securities were registered under the Securities Act, including all exhibits therein and documents incorporated by reference thereto, or any preliminary or final prospectus contained therein or furnished by the Issuer to any such holder, Electing Holder or underwriter, or any amendment or supplement thereto, or any free writing prospectus (as defined in Rule 405) prepared by or on behalf of the Issuer or used or referred to by the Issuer in connection with the A/B Exchange Offers or the Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, Electing Holder and such underwriter for any reasonable and duly documented legal or (ii) other expenses incurred by them in connection with investigating or defending any materially inaccurate representation such action or breach of any material warranty, agreement or covenant of the Issuer contained hereinclaim as such expenses are incurred; provided, however, that the Issuer will shall not be liable to any such person in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereofregistration statement, or (2) which was cured in an amendment preliminary, final or supplement to the prospectus (summary prospectus, or any amendment or supplement thereto) delivered , in reliance upon and in conformity with written information furnished to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldIssuer by such person expressly for use therein.

Indemnification by the Issuer. The Issuer will shall, notwithstanding termination of this Agreement, indemnify and hold harmless to the full extent permitted by applicable law, each Holder of Registrable Securities which are included the Shareholders named in a registration statement any Registration Statement filed pursuant to this Agreement and the provisions officers and directors of Section 7 hereof such Shareholders and any underwriter (as defined in the Securities Act) for such Holdereach person, and any person if any, who controls such Holder Shareholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Actagainst any losses, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such Holder Shareholder or any such Holder Indemnified Party other Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statementthe Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Shareholder, or any Issuer Free Writing Prospectus related to such registration, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and, or (ii) in any materially inaccurate representation or breach of any material warrantysuch case, agreement or covenant of the Issuer contained hereinshall promptly reimburse, upon receipt of reasonably detailed invoices therefor, such Shareholder for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Issuer will shall not be liable in required to indemnify any such case person pursuant to this Section 5(k)(i) to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability (or actions in respect thereof) arises out of or is caused by based upon (a) fraud or dishonesty or an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereofRegistration Statement, or (2) which was cured in an amendment preliminary, final or supplement to the prospectus (summary prospectus, or any Issuer Free Writing Prospectus, or amendment or supplement thereto) delivered , that was furnished in writing to the Holder on Issuer by such person expressly for inclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, or (b) the use by any such person of a timely basis to permit proper delivery thereof prior to prospectus in violation of any stop order or other suspension of the date on Registration Statement of which any the Issuer made the Shareholder or other holder of Registrable Securities were transferred or soldaware.

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each the Holder or Selling Stockholder of Registrable Securities which are included in Shares covered by a registration statement Registration Statement pursuant to the provisions of Section 7 hereof and ARTICLE 6, any underwriter (as defined in the Securities Act) for such Holder, and any person Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter Selling Stockholder within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate Affiliate of such Holder or Selling Stockholder (each, a “Holder Indemnified Party”"HOLDER/SELLING STOCKHOLDER INDEMNIFIED PARTY"), from and against, and will reimburse each such Holder Holder/Selling Stockholder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder Holder/Selling Stockholder or any such Holder Holder/Selling Stockholder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon upon: (ia) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon ; (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus or prospectus, in light of the circumstances under which they were made) not misleading, ; or (iic) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, PROVIDED that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1i) made in reliance on and conformity with information furnished by such Holder any Holder/Selling Stockholder in writing specifically for use in the preparation thereof, thereof or (2ii) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder Holder/Selling Stockholder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities Shares were transferred or sold.

Indemnification by the Issuer. The Issuer will shall, without limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to Securities, the provisions officers, directors, agents and employees of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdereach of them, and any person each Person who controls each such Holder holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or Act), the officers, directors, agents and employees of each such underwriter within the meaning of the Securities Act, controlling person and any officer, director, financial or investment adviser, employee, agent, partner, member or affiliate of such Holder adviser (each, a “Holder an "Indemnified Party”"), to the fullest extent lawful, from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, actions or proceedings (whether commenced or threatened) reasonable costs (including, without limitation, reasonable costs of preparation and reasonably incurred reasonable attorneys' fees) and reasonable expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise(including reasonable expenses of investigation) (collectively, insofar "Losses"), as such claimsincurred, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statementany Registration Statement, any prospectus contained therein or form of prospectus or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that the same arise out of or are based upon information furnished in writing to the Issuer by such Indemnified Party or the related holder of Registrable Securities expressly for use therein or (ii) any materially inaccurate representation or breach violation by the Issuer of any material warrantyfederal, agreement state or covenant of common law rule or regulation applicable to the Issuer contained hereinand relating to action required of or inaction by the Issuer in connection with any such registration; provided, however, that the Issuer will shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such case underwriters within the meaning of the Securities Act to the extent that any such claim, action, demand, loss, damage, liability, cost Losses arise out of or expense is caused by are based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by any preliminary prospectus if (i) such Holder in writing specifically for use in the preparation thereof, Person failed to send or (2) which was cured in an amendment or supplement to deliver a copy of the prospectus (with or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (iii) the Issuer has complied with its obligations under Section 5.4(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on which any Registrable Securities were transferred or soldbehalf of such Indemnified Party.

Indemnification by the Issuer. The Issuer will shall indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holder, its officers, directors, employees, managers, members, stockholders, partners, agents and any person Affiliates, and each Person, if any, who controls any such Holder Persons within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within (the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder IPO Indemnified PartyParties”), ) from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilitiesliabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), costs and reasonably incurred expenses to which such Holder joint or any such Holder Indemnified Party may become subject under the Securities Act or otherwiseseveral, insofar as such claims(“Damages”) caused by, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) relating to any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any Registration Statement or prospectus contained therein relating to the Registrable Securities or any amendment preliminary prospectus or supplement free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) (each, as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto), or arise out of caused by or are based upon the relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) caused by or related to any materially inaccurate representation violation or breach of any material warranty, agreement or covenant alleged violation of the Issuer contained herein; providedSecurities Act or Exchange Act, however, that the Issuer will not be liable in except insofar as such Damages are caused by or related to any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or omission or alleged untrue statement or omission or alleged omission (1) so made in reliance upon and in conformity with information furnished in writing to the Issuer by such Holder or on such Holder’s behalf expressly for use therein. The indemnification provided for under this Section 3.01 shall remain in full force and effect regardless of any investigation made by or on behalf of an IPO Indemnified Party or a subsequent Transfer by an IPO Indemnified Party of its equity securities in the Issuer. No Holder shall be liable under this Section 3.01 for any Damages in excess of the net proceeds realized by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any sale of Registrable Securities were transferred or soldof such Holder to which such Damages relate.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant harmless, to the provisions of Section 7 hereof full extent permitted by law, Philips and any underwriter (as defined in the Securities Act) for such Holderits respective officers, directors and any person employees and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and any officer, director, investment adviser, employee, agent, partner, member or affiliate expenses (including reasonable costs of such Holder investigation and legal expenses) (each, a “Holder Indemnified PartyLoss” and collectively “Losses”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or arise out of any documents incorporated by reference therein) or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will shall not be liable to any indemnified party in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically Philips expressly for use in the preparation thereof, or (2) which was cured . This indemnity shall be in an amendment or supplement addition to any liability the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldIssuer may otherwise have.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to the provisions and, as applicable, its officers, directors, trustees, employees, stockholders, holders of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holderbeneficial interests, members, and any person general and limited partners (collectively, “Indemnitees”) and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter holder (within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, ) against any and all losses, claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses joint or several, to which such Holder holder or any such Holder Indemnified Party Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, actionsdamages or liabilities (or actions or proceedings, demandswhether commenced or threatened, losses, damages, liabilities, costs or reasonably incurred expenses in respect thereof) arise out of or are based upon (ia) any untrue statement or alleged untrue statement of any material fact contained in such any registration statement, any prospectus contained therein or preliminary prospectus or any amendment thereof or supplement thereto, or arise out of or are based upon the together with any documents incorporated therein by reference or, (b) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Issuer will reimburse such holder and each of its Indemnitees for any legal or (ii) any materially inaccurate representation or breach of other expenses, including any material warranty, agreement or covenant amounts paid in any settlement effected with the consent of the Issuer contained hereinIssuer, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Issuer will shall not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability (or action or proceeding in respect thereof) or expense arises out of or is caused by based upon an untrue statement or alleged untrue statement statement, or omission or alleged omission (1) omission, made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereofregistration statement, any such prospectus or (2) which was cured in an amendment or supplement to the preliminary prospectus (or any amendment or supplement thereto) delivered , or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Holder on a timely basis to permit proper delivery thereof prior Issuer by such holder expressly for use therein. In connection with an underwritten offering, the Issuer will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the date on which any same extent as provided above with respect to the indemnification of the holders of Registrable Securities were transferred or soldSecurities.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Securities, their officers, directors and any underwriter (as defined in the Securities Act) for such Holder, employees and any person each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter holder (within the meaning of the Securities Act) (the "INDEMNIFIED PARTIES") against all losses, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs liabilities and reasonably expenses incurred expenses to which by such Holder party in connection with any actual or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise threatened action arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statementany Registration Statement, any prospectus contained therein Prospectus or preliminary Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of and the Issuer contained herein; provided, however, that the Issuer will not be liable agrees to reimburse such Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such case to loss or action or proceeding in respect thereof, except insofar as the extent that same arise out of or are based upon any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in reliance on and in conformity with any information furnished in writing to the Issuer by such Holder in writing specifically holder or its counsel expressly for use in therein. The Issuer shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the preparation thereof, or (2meaning of the Securities Act) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered same extent as provided above with respect to the Holder on a timely basis to permit proper delivery thereof prior to indemnification of the date on which any Registrable Securities were transferred or soldIndemnified Parties, if requested.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant harmless, to the provisions of Section 7 hereof full extent permitted by law, LGE and any underwriter (as defined in the Securities Act) for such Holderits respective officers, directors and any person employees and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and any officer, director, investment adviser, employee, agent, partner, member or affiliate expenses (including reasonable costs of such Holder investigation and legal expenses) (each, a “Holder Indemnified PartyLoss” and collectively “Losses”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or arise out of any documents incorporated by reference therein) or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will shall not be liable to any indemnified party in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically LGE expressly for use in the preparation thereof, or (2) which was cured . This indemnity shall be in an amendment or supplement addition to any liability the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldIssuer may otherwise have.

Indemnification by the Issuer. The Issuer will shall indemnify and hold harmless harmless, to the full extent permitted by law, each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions Securities, each shareholder, member, limited or general partner thereof, each shareholder, member, limited or general partner of Section 7 hereof and any underwriter (as defined in the Securities Act) for each such Holdershareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and any person agents and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and any officerexpenses, director, investment adviser, employee, agent, partner, member joint or affiliate several (including reasonable costs of such Holder investigation and legal expenses) (each, a “Holder Indemnified PartyLoss” and collectively “Losses”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise ) arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were Registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any other disclosure document produced by or on behalf of the Issuer or any of its subsidiaries including, without limitation, reports and other documents filed under the Exchange Act or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or any Issuer Free Writing Prospectus in light of the circumstances under which they were made) not misleading, misleading or (iiiii) any materially inaccurate representation actions or breach inactions or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto. This indemnity shall be in addition to any liability the Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any material warrantyinvestigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder. The Issuer shall also indemnify underwriters, agreement or covenant selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Issuer contained herein; provided, however, that Securities Act and the Issuer will not be liable in any such case Exchange Act) to the same extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity as provided above with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement respect to the prospectus (or any amendment or supplement thereto) delivered to indemnification of the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldindemnified parties.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holder, its directors, officers, and any person each other Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all claimsloss, actionsliability, demandsclaim, lossesdamage and expense whatsoever, damagesas incurred, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein Registration Statement (or any amendment or supplement thereto) pursuant to which such Holder’s Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) arising out of or based upon any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made of a material fact contained in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the any prospectus (or any amendment or supplement thereto) delivered ), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity provided pursuant to this Section 3.1 does not apply with respect to any loss, liability, claim, damage or expense to the Holder on a timely basis to permit proper delivery thereof prior extent arising out of (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the date Issuer by or on which behalf of such Holder, or any Registrable Securities were transferred underwriter participating in the offering, expressly for use in such Registration Statement (or soldany amendment thereto) or the related prospectus (or any amendment or supplement thereto), or (ii) such Holder’s or such underwriter’s failure to deliver an amended or supplemental prospectus (provided such Holder or underwriter was notified in writing pursuant to Section 2.8, or otherwise, of the need for an amended or supplemental prospectus) if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred.

Indemnification by the Issuer. The Issuer will ISSUER agrees to indemnify and hold harmless SUBSCRIBER, its directors and officers and each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holderperson, and any person if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter SUBSCRIBER within the meaning of the Securities Act and/or the Exchange Act, and against any officerlosses, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which SUBSCRIBER or such Holder or any such Holder Indemnified Party person may become subject subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained (A) in such registration statement, any prospectus contained therein or registration statement for the Shares or (B) in any amendment blue sky application or supplement theretoother document executed by the ISSUER specifically for blue sky purposes or based upon any other written information furnished by the ISSUER or on its behalf to any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application"), or arise out of or are based upon (ii) the omission or alleged omission by the ISSUER to state therein in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or (ii) other expenses reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any materially inaccurate representation such loss, claim, damage, liability or breach of any material warranty, agreement or covenant of the Issuer contained hereinaction; provided, however, that the Issuer ISSUER will not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldsuch Blue Sky Application ("Non-Indemnity Events").

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant harmless, to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such full extent permitted by law, each Holder, each member, limited or general partner thereof, each member, limited or general partner of each such member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and any person agents and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims. damages, liabilities and any officer, director, investment adviser, employee, agent, partner, member expenses joint or affiliate several (including reasonable costs of such Holder investigation and legal expenses) (each, a “Holder Indemnified PartyLoss” and collectively “Losses”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, ) insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were Registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Issuer or any of its subsidiaries including reports and other documents filed under the Exchange Act or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of a Prospectus, preliminary Prospectus, or any Issuer Free Writing Prospectus in light of the circumstances under which they were made) not misleading or (iiiii) any materially inaccurate representation or breach violation by the Issuer of any material warranty, agreement rule or covenant regulation promulgated under the Securities Act or any state securities laws applicable to the Issuer and relating to action or inaction required of the Issuer contained hereinin connection with any Registration pursuant to this Agreement; provided, however, that the Issuer will shall not be liable in to any such case particular indemnified party (A) to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically indemnified party expressly for use in the preparation thereofthereof (which, in the case of the Investors, shall mean the written information furnished to the Issuer by such Investor expressly for use therein; it being understood and agreed that, unless otherwise agreed in writing with respect to a Registration, the only such information furnished by any Investor consists of the Investor’s legal name, address, and any other information relating to the Investor set forth under the caption “Principal and Selling Stockholders” (or similarly titled sections) in the applicable Registration Statement or Prospectus) or (2B) which was cured in an amendment or supplement to the prospectus extent that any such Loss arises out of or is based upon an untrue statement or omission in a preliminary Prospectus relating to Registrable Securities, if a Prospectus (as then amended or any amendment or supplement theretosupplemented) delivered that would have cured the defect was furnished to the Holder on a timely basis indemnified party from whom the Person asserting the claim giving rise to permit proper delivery thereof such Loss purchased Registrable Securities prior to the date on which any written confirmation of the sale of the Registrable Securities were transferred to such Person and a copy of such Prospectus (as amended and supplemented) was not sent or soldgiven by or on behalf of such indemnified party to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder. The Issuer shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of Registrable Securities Shares which are included in a registration statement pursuant to the provisions of Section 7 6 hereof and any underwriter (as defined in the Securities Act) for such Holder, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder an "Indemnified Party”"), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities Shares were transferred or sold, or (3) which was caused by the failure of such Investor to comply with the covenants and agreements contained in this Agreement respecting resale of the Shares.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdertheir respective officers, directors, advisors and any person agents and employees and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and any officerexpenses (including reasonable costs of investigation and legal expenses), director, investment adviser, employee, agent, partner, member joint or affiliate of such Holder several (each, a “Holder Indemnified Party”"LOSS" and collectively "LOSSES"), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or arise out of any documents incorporated by reference therein) or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; PROVIDED, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, howeverHOWEVER, that the Issuer will shall not be liable to any indemnified party in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically holder expressly for use in the preparation thereof. This indemnity shall be in addition to any liability Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the transfer of such securities by such holder. The Issuer will also indemnify, or if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in any distribution pursuant hereto, their officers and directors and each Person who controls such Persons (2within the meaning of the Securities Act and the Exchange Act) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered same extent as provided above with respect to the Holder on a timely basis to permit proper delivery thereof prior to indemnification of the date on which any Registrable Securities were transferred or soldIndemnified Persons.

Indemnification by the Issuer. The Issuer will shall, without limitation as to time, indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdereach Participating Broker-Dealer, and any person each Person who controls each such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act or Act) and the officers, directors, partners, employees, representatives and agents of each such underwriter within Holder, Participating Broker-Dealer and controlling person, to the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”)fullest extent lawful, from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all claimsLosses, actionsas incurred, demandsdirectly or indirectly caused by, lossesrelated to, damagesbased upon, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) in connection with any untrue statement or alleged untrue statement of any a material fact contained in such registration statementany Registration Statement, any prospectus contained therein Prospectus or form of prospectus, or in any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, except insofar as such Losses are based upon information relating to such Holder or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of Participating Broker-Dealer and furnished in writing to the Issuer contained herein; provided, however, that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically or Participating Broker-Dealer expressly for use therein. The Issuer shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the preparation thereofdistribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or (2Section 20(a) which was cured in an amendment or supplement of the Exchange Act) to the prospectus (or any amendment or supplement thereto) delivered same extent as provided above with respect to the Holder on a timely basis to permit proper delivery thereof prior to indemnification of the date on which any Registrable Securities were transferred Holders or soldthe Participating Broker-Dealer.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Initial Purchaser, its directors and any officers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (as defined in the Securities Actany such Person being an “Underwriter”) for such Holderand each Person, and any person if any, who controls such any Holder or Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs damages and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses liabilities that arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein Registration Statement pursuant to which Exchange Notes or Registrable Notes were registered under the Securities Act or any amendment related Prospectus or supplement theretoany related Issuer Free Writing Prospectus (as that term is defined in Rule 433(h)(1) under the Securities Act), or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each Initial Purchaser and each controlling person, as incurred, for any legal or (ii) any materially inaccurate representation other expenses reasonably incurred by them in connection with investigating or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in defending any such case to the extent that loss, claim, damage or liability, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with or are based upon information furnished by such Holder in writing to the Issuer by any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with respect to such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter, as the case may be, specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldinclusion therein.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Initial Purchaser, its directors and any officers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (as defined in the Securities Actany such Person being an “Underwriter”) for such Holderand each Person, and any person if any, who controls such any Holder or Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs damages and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses liabilities that arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein Registration Statement pursuant to which Exchange Notes or Registrable Notes were registered under the 1933 Act or any amendment related Prospectus or supplement theretoany related Issuer Free Writing Prospectus (as that term is defined in Rule 433(h)(1) under the 1933 Act), or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each Initial Purchaser and each controlling person, as incurred, for any legal or (ii) any materially inaccurate representation other expenses reasonably incurred by them in connection with investigating or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in defending any such case to the extent that loss, claim, damage or liability, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with or are based upon information furnished by such Holder in writing to the Issuer by any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with respect to such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter, as the case may be, specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldinclusion therein.

Indemnification by the Issuer. The Issuer will shall, and hereby does, indemnify and hold harmless harmless, in the case of any Registration Statement, each Holder seller of any Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof covered by such Registration Statement and any underwriter (as defined in the Securities Act) for such Holder, and any person each Person who controls such Holder within the meaning of either Section 15 of the Securities Act seller and their respective directors, officers, partners, shareholders, employees and affiliates or Section 20 of the Exchange Act controlling persons against any losses, claims, damages or liabilities, joint or several, to which such underwriter within the meaning of the Securities Actseller or any such director, and any officer, directorpartner, investment advisershareholder, employee, agent, partner, member affiliate or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party controlling person may become subject under the Securities Act or otherwise, including the reasonable fees and expenses of legal counsel, insofar as such losses, claims, actionsdamages or liabilities (or actions or proceedings, demandswhether commenced or threatened, losses, damages, liabilities, costs or reasonably incurred expenses in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such registration statementsecurities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein therein, or any amendment or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of and the Issuer contained hereinwill promptly reimburse each such seller and each such director, officer, partner, shareholder, employee, affiliate and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; providedPROVIDED, howeverHOWEVER, that the Issuer will shall not be liable (i) in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability (or action or proceeding in respect thereof) or expense arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder in writing seller, specifically for use in the preparation thereofthereof and (ii) for any loss, claim, damage, liability, action or proceeding if (1) the Issuer has notified the seller to suspend use of the Prospectus pursuant to Section 3.2(c), (2) which the seller continues to use the relevant Prospectus notwithstanding such notice, and (3) such loss, claim, damage, liability, action, or proceeding arises from, is in connection with or relates to an untrue statement or alleged untrue statement of any material fact or omission to state a material fact that was cured in an amendment the supplemented or supplement to the prospectus amended Prospectus contemplated by Section 3.2(a)(i) or 3.2 (a)(ii). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such seller or any amendment such director, officer, partner, shareholder, employee, affiliate or supplement thereto) delivered to controlling person and shall survive the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldtransfer of such securities by such seller.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdertheir respective affiliates, and any person each of their respective officers, directors, partners, members, employees, agents, counsel, financial advisors and assignees (including affiliates of such assignees) and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and any officerexpenses (including reasonable costs of investigation and reasonable legal expenses), director, investment adviser, employee, agent, partner, member joint or affiliate of such Holder several (each, a “Holder Indemnified Party”"Loss" and collectively "Losses"), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or arise out of any documents incorporated by reference therein) or are based upon the any Issuer Free Writing Prospectus or amendment thereof or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of a Prospectus or Issuer Free Writing Prospectus, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant in the light of the circumstances under which they were made) not misleading , and the Issuer contained hereinagrees to reimburse (on an as-incurred monthly basis) each indemnified party for any reasonable legal or other reasonable expenses incurred in connection with investigating, defending or participating in any such Loss (whether or not such indemnified party is a party to any action or proceeding out of which indemnified expenses arise); provided, however, that the Issuer will shall not be liable to any indemnified party in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically holder expressly for use in the preparation thereof. This indemnity shall be in addition to any liability the Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the transfer of such securities by such holder. The Issuer will also indemnify, or if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in any distribution pursuant hereto, their officers and directors and each Person who controls such Persons (2within the meaning of the Securities Act and the Exchange Act) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered same extent as provided above with respect to the Holder on a timely basis to permit proper delivery thereof prior to indemnification of the date on which any Registrable Securities were transferred or soldIndemnified Persons.

Indemnification by the Issuer. The In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, the Issuer will shall indemnify and hold harmless the seller of such securities, its directors, officers, and employees, each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (other Person who participates as defined an underwriter, broker or dealer in the Securities Act) for offering or sale of such Holdersecurities and each other Person, and any person if any, who controls such Holder seller or any such participating Person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which such seller or any officer, such director, investment adviserofficer, employee, agent, partner, member participating Person or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementsecurities were registered under the Securities Act, any Prospectus or preliminary prospectus contained therein included therein, or any amendment or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of ; and the Issuer contained hereinshall reimburse such seller and each such director, officer, employee, agent, participating Person and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding as such expenses are incurred; provided, however, provided that the Issuer will shall not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense arises out of or is caused by based upon an untrue statement or alleged untrue statement omission made in any such Registration Statement, Prospectus, preliminary prospectus, amendment or omission or alleged omission (1) made supplement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically seller or participating Person expressly for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold.

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of Registrable Securities Shares or Warrant Shares which are included in a registration statement pursuant to the provisions of Section 7 6 hereof and any underwriter (as defined in the Securities Act) for such Holder, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a an “Holder Indemnified Party”), from and against, and will reimburse FINAL each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably reasonable incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities Shares or Warrant Shares were transferred or sold.

Indemnification by the Issuer. The In the event of a registration of any Shares under the Securities Act pursuant to this Agreement, the Issuer will indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Stockholders and any underwriter (as defined in the Securities Act) for such Holderother Person, and any person if any, who controls such Holder any of the Stockholders within the meaning of either Section 15 of the Securities Act Act, against any losses, claims, damages or Section 20 of liabilities, joint or several, to which the Exchange Act Stockholders or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities or actions in respect thereof arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in any registration statement under which such registration statementShares were registered under the Securities Act, any preliminary prospectus provided by the Issuer or final prospectus contained therein therein, or any amendment thereof or supplement thereto, including all documents incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant and will reimburse each of the Issuer contained hereinStockholders and each such controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuer will not be liable in any such case to a Stockholder to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in such registration statement, such preliminary prospectus, such final prospectus or such amendment or supplement, including all documents incorporated by reference therein, in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder in writing Stockholder or a controlling Person of such Stockholder specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldtherein.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Shareholder holding Registrable Securities which are included in covered by a registration statement pursuant to the provisions of Section 7 hereof statement, its officers, directors, employees, partners and any underwriter (as defined in the Securities Act) for such Holderagents, and any person each Person, if any, who controls such Holder Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act(and officers, directors, employees, partners and any officer, director, investment adviser, employee, agent, partner, member or affiliate agents of such Holder (each, a “Holder Indemnified Party”), controlling Persons) from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs damages and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) liabilities caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or any amendment or supplement theretopreliminary prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or (ii) liabilities are caused by any materially inaccurate representation such untrue statement or breach of any material warranty, agreement omission or covenant of alleged untrue statement or omission so made in strict conformity with information furnished in writing to the Issuer contained hereinby such Shareholder or on such Shareholder's behalf expressly for use therein; provided, however, provided that the Issuer will not be liable with respect to any untrue statement or omission or alleged untrue statement or omission made in any such preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission results from the fact that a current copy of the prospectus (1) made in conformity with information furnished by such Holder in writing specifically for use or, in the preparation thereofcase of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that the Issuer has provided such current copy of such prospectus (2or such amended or supplemented prospectus, as the case may be) which to such Shareholder in a timely manner prior to such sale and it was cured in an amendment or supplement the responsibility of such Shareholder under the Securities Act to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Issuer also agrees to indemnify any amendment or supplement thereto) delivered to underwriters of the Holder Registrable Securities, their officers and directors and each person who controls such underwriters on a timely substantially the same basis to permit proper delivery thereof prior to as that of the date on which any Registrable Securities were transferred or soldindemnification of the Shareholders provided in this Section 5.05.

Indemnification by the Issuer. The Issuer will shall, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder of whose Registrable Securities which are included in covered by a registration statement pursuant to Registration Statement or Prospectus, the provisions officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdereach of them, and any person each Person who controls such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or Act) each such underwriter Holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of ) such Holder underwriter (each, each such person being referred to herein as a “Holder Indemnified PartyCovered Person”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise(including, insofar as such claims, actions, demands, losses, damages, liabilitieswithout limitation, costs of preparation and reasonable attorneys’ fees and any legal or reasonably other fees or expenses incurred expenses arise by such Person in connection with any investigation or proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statementany Prospectus, offering circular, or other document (including any prospectus contained therein related Registration Statement, notification, or the like or Free Writing Prospectus or any amendment thereof or supplement theretothereto or any document incorporated by reference therein) incident to any such registration, qualification, or arise out of compliance, or are based upon the on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant violation by the Issuer of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Issuer contained hereinand relating to any action or inaction in connection with the related offering of Registrable Securities, and will reimburse each such Covered Person for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such Loss; provided, however, provided that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by an untrue statement or alleged based on any untrue statement or omission by such Covered Person relating to such Covered Person or its Affiliates (other than the Issuer or any of its Subsidiaries), but only to the extent, that such untrue statement (or alleged untrue statement) or omission (1or alleged omission) is made in such Registration Statement, Prospectus, offering circular, Free Writing Prospectus or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or other document in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically Covered Person with respect to such Covered Person for use therein. It is agreed that the indemnity agreement contained in this Section 5(a) shall not apply to amounts paid in settlement of any such Loss or action if such settlement is effected without the preparation thereof, or consent of the Issuer (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldconsent shall not be unreasonably withheld).

Indemnification by the Issuer. The Issuer will ISSUER agrees to indemnify and hold harmless SUBSCRIBER and each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holderperson, and any person if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter SUBSCRIBER within the meaning of the Securities Act and/or the Securities Exchange Act of 1934, as amended ("Exchange Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”"), from and againstagainst any losses, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which SUBSCRIBER or such Holder or any such Holder Indemnified Party controlling person may become subject subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained (A) in any registration statement for the Shares or (B) in any blue sky application or other document executed by the ISSUER specifically for blue sky purposes or based upon any other written information furnished by the ISSUER or on its behalf to any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such registration statementapplication, any prospectus contained therein document or any amendment or supplement theretoinformation being hereinafter called a "Blue Sky Application"), or arise out of or are based upon (ii) the omission or alleged omission by the ISSUER to state therein in any registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such controlling person for any legal or (ii) other expenses reasonably incurred by SUBSCRIBER or such controlling person in connection with investigating or defending any materially inaccurate representation such loss, claim, damage, liability or breach of any material warranty, agreement or covenant of the Issuer contained hereinaction; provided, however, that the Issuer ISSUER will not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in reliance upon and in conformity with information regarding SUBSCRIBER or its affiliates which is furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldsuch Blue Sky Application ("Non-Indemnity Events").

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Purchaser and any underwriter its officers, directors, partners, employees and agents (as defined in individually, an “Indemnified Person” and collectively, the Securities Act) for such Holder, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified PartyPersons”), from and againstagainst and in respect of all losses, and will reimburse each such Holder Indemnified Party with respect toliabilities, any and all claimsobligations, damages, deficiencies, actions, suits, proceedings, demands, lossesassessments, damagesorders, liabilitiesjudgments, fines, penalties, costs and reasonably expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred expenses to which such Holder by or made against any Indemnified Person arising out of, based upon or in connection with the fraud, intentional misrepresentation, willful misconduct or negligence by the Issuer or any such Holder Indemnified Party may become subject under matter which is known by the Securities Act or otherwiseIssuer to constitute a breach, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statementof representations, any prospectus contained therein warranties or any amendment or supplement thereto, or arise out of or are based upon covenants under this Agreement. Each Indemnified Person shall give prompt notice to the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach Issuer of any material warranty, agreement or covenant action commenced against it in respect of which indemnity may be sought under this Agreement. The Issuer may participate at its own expense in the defense of the Issuer contained herein; providedaction. If it so elects within a reasonable time after receipt of the notice, however, that the Issuer will may assume the defense of the action with legal advisors chosen by it, unless the Indemnified Person reasonably objects to the assumption on the ground that there may be legal defenses available to it which are different from or in addition to those available to the Issuer. If the Issuer assumes the defenses of the action, the Issuer shall not be liable for any fees and expenses of the legal advisors of the Indemnified Person incurred thereafter in connection with the action. In no event shall the Issuer be liable for the fees and expenses of more than one legal advisor or firm of legal advisors of the Indemnified Person in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. The Issuer shall not be liable to indemnify any Indemnified Person for any settlement of any such case to action effected without the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in consent of the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldIssuer.

Indemnification by the Issuer. The Issuer will agrees to ----------------------------- indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Registering Holder, its officers, directors, partners and any person agents and each Person, if any, who controls such Registering Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilitiesliabilities or expenses (or actions or proceedings, costs and reasonably incurred expenses to which such Holder whether commenced or any such Holder Indemnified Party may become subject under the Securities Act threatened in respect thereof), joint or otherwiseseveral, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, any reports required and other documents filed under the Exchange Act, prospectus contained therein or preliminary prospectus or any amendment thereof or supplement thereto, thereto (together with any documents incorporated therein by reference) relating to the Registrable Shares or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation violation or breach alleged violation by Issuer of any material warrantyfederal, agreement state, foreign or covenant of the Issuer contained herein; providedcommon law rule or regulation and relating to action or inaction in connection with any such registration, however, that disclosure document or other document and the Issuer will not be liable reimburse such Registering Holders, their officers, directors, partners and agents and each Person, if any, who controls such Registering Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act for any legal or any other expenses reasonably incurred by them including any amounts paid in any settlement in connection with investigating or defending such case to the extent that any such loss, claim, action, demand, loss, damage, liabilityliability or expense, cost except insofar as such losses, claims, damages, liabilities or expense is expenses are caused by an any such untrue statement or omission or alleged untrue statement or omission or alleged omission (1) made in conformity with based upon information furnished in writing to the Issuer by such Registering Holder in writing specifically or on such Registering Holder's behalf expressly for use therein. The Issuer also agrees to indemnify any underwriters of the Registrable Shares, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Registering Holders provided in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldthis Section 3.05(a).

Indemnification by the Issuer. The Issuer will shall indemnify and hold ----------------------------- harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such HolderSecurities, and any each person who controls such Holder of Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act or such underwriter within and the meaning officers, directors, employees and agents of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder and control Person (each such Person being sometimes hereinafter referred to as an "Indemnified Party with respect toHolder") from and against all losses, any and all claims, actions, demands, losses, damages, liabilities, costs (including costs of preparation and reasonably incurred attorneys' fees) and expenses (including expenses of investigation) (collectively, "Losses") arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein or necessary to make the statements therein, in light of the circumstances under which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwisethey were made, not misleading, except insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs liabilities or reasonably incurred expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information relating to such Indemnified Holder and furnished in writing to the Issuer by such Indemnified Holder expressly for use therein. This indemnity shall be in addition to any liability which the Issuer may otherwise have. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnified Holder in respect of which indemnity may be sought from the Issuer, such Indemnified Holder shall promptly notify the Issuer in writing, and the Issuer shall, at its expense, assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Holder and the payment of all expenses. The failure so to notify the Issuer shall not relieve the Issuer from any obligation or liability except to the extent (but only to the extent) that it shall finally be determined by a court of competent jurisdiction (which determination is not subject to appeal) that the Issuer has been materially prejudiced by such failure. Such Indemnified Holder shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Holder unless (i) any untrue statement or alleged untrue statement of any material fact contained in the Issuer has agreed to pay such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, fees and expenses or (ii) the Issuer shall have failed promptly to assume the defense of such action or proceeding or has failed to employ counsel satisfactory to such Indemnified Holder or (iii) the named parties to any materially inaccurate representation such action or breach of proceeding (including any material warranty, agreement impleaded parties) include both such Indemnified Holder and the Issuer or covenant an Affiliate of the Issuer, and there may be one or more defenses available to such Indemnified Holder which are additional to, or in conflict with, those available to the Issuer contained herein; providedor such Affiliate (in which case, if such Indemnified Holder notifies the Issuer in writing that it elects to employ separate counsel at the expense of the Issuer, the Issuer shall have the right to approve such counsel (and such approval may not be unreasonably withheld) and the Issuer shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Holder, it being understood, however, that the Issuer will shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Holder. The Issuer shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such case action or proceeding, the Issuer agrees to indemnify and hold harmless such Indemnified Holders from and against any loss or liability by reason of such settlement or judgment. Whether or not such defense is assumed by the Issuer, no Indemnified Holder shall be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld). The Issuer shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Holder of a release, in form and substance satisfactory to the extent that Indemnified Holder, from all liability in respect of such proceeding for which such Indemnified Holder would be entitled to indemnification hereunder (whether or not any such claim, action, demand, loss, damage, liability, cost or expense Indemnified Holder is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement a party thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold).

Indemnification by the Issuer. The Issuer will shall, without limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to Securities, the provisions officers, directors, agents and employees of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdereach of them, and any person each Person who controls each such Holder holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or Act), the officers, directors, agents and employees of each such underwriter within the meaning of the Securities Act, controlling person and any officer, director, financial or investment adviser, employee, agent, partner, member or affiliate of such Holder adviser (each, a an “Holder Indemnified Party”), to the fullest extent lawful, from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, actions or proceedings (whether commenced or threatened) reasonable costs (including, without limitation, reasonable costs of preparation and reasonably incurred reasonable attorneys’ fees) and reasonable expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise(including reasonable expenses of investigation) (collectively, insofar “Losses”), as such claimsincurred, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statementany Registration Statement, any prospectus contained therein or form of prospectus or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that the same arise out of or are based upon information furnished in writing to the Issuer by such Indemnified Party or the related holder of Registrable Securities expressly for use therein or (ii) any materially inaccurate representation or breach violation by the Issuer of any material warrantyfederal, agreement state or covenant of common law rule or regulation applicable to the Issuer contained hereinand relating to action required of or inaction by the Issuer in connection with any such registration; provided, however, that the Issuer will shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such case underwriters within the meaning of the Securities Act to the extent that any such claim, action, demand, loss, damage, liability, cost Losses arise out of or expense is caused by are based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by any preliminary prospectus if (i) such Holder in writing specifically for use in the preparation thereof, Person failed to send or (2) which was cured in an amendment or supplement to deliver a copy of the prospectus (with or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (iii) the Issuer has complied with its obligations under Section 5.4(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on which any Registrable Securities were transferred or soldbehalf of such Indemnified Party.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant harmless, to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such full extent permitted by law, each Holder, each member, limited or general partner thereof, each member, limited or general partner of each such member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and any person agents and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and any officerexpenses, director, investment adviser, employee, agent, partner, member joint or affiliate several (including reasonable costs of such Holder investigation and legal expenses) (each, a “Holder Indemnified PartyLoss” and collectively “Losses”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise ) arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were Registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Issuer or any of its subsidiaries including, without limitation, reports and other documents filed under the Exchange Act or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of a Prospectus, preliminary Prospectus, or any Issuer Free Writing Prospectus in light of the circumstances under which they were made) not misleading or (iiiii) any materially inaccurate representation actions or breach of any material warranty, agreement inactions or covenant proceedings in respect of the Issuer contained hereinforegoing whether or not such indemnified party is a party thereto; provided, however, that the Issuer will shall not be liable in to any such case particular indemnified party (A) to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or EXHIBITS TO TRANSUNION MAJOR STOCKHOLDERS’ AGREEMENT alleged omission (1) made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically indemnified party expressly for use in the preparation thereof, thereof or (2B) which was cured in an amendment or supplement to the prospectus extent that any such Loss arises out of or is based upon an untrue statement or omission in a preliminary Prospectus relating to Registrable Securities, if a Prospectus (as then amended or any amendment or supplement theretosupplemented) delivered that would have cured the defect was furnished to the Holder on a timely basis indemnified party from whom the Person asserting the claim giving rise to permit proper delivery thereof such Loss purchased Registrable Securities at least five (5) days prior to the date on which any written confirmation of the sale of the Registrable Securities were transferred to such Person and a copy of such Prospectus (as amended and supplemented) was not sent or soldgiven by or on behalf of such indemnified party to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person. This indemnity shall be in addition to any liability the Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder. The Issuer shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdertheir respective affiliates, and any person each of their respective officers, directors, partners, members, employees, agents, counsel, financial advisors and assignees (including affiliates of such assignees) and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and any officerexpenses (including reasonable costs of investigation and reasonable legal expenses), director, investment adviser, employee, agent, partner, member joint or affiliate of such Holder several (each, a “Holder Indemnified Party”"Loss" and collectively "Losses"), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or arise out of any documents incorporated by reference therein) or are based upon the any Issuer Free Writing Prospectus or amendment thereof or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of and the Issuer contained hereinagrees to reimburse (on an as-incurred monthly basis) each indemnified party for any reasonable legal or other reasonable expenses incurred in connection with investigating, defending or participating in any such Loss (whether or not such indemnified party is a party to any action or proceeding out of which indemnified expenses arise); provided, however, that the Issuer will shall not be liable to any indemnified party in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically holder expressly for use in the preparation thereof. This indemnity shall be in addition to any liability the Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the transfer of such securities by such holder. The Issuer will also indemnify, or if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in any distribution pursuant hereto, their officers and directors and each Person who controls such Persons (2within the meaning of the Securities Act and the Exchange Act) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered same extent as provided above with respect to the Holder on a timely basis to permit proper delivery thereof prior to indemnification of the date on which any Registrable Securities were transferred or soldIndemnified Persons.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless (i) each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter Purchaser, (as defined in the Securities Actii) for such Holdereach Person, and any person if any, who controls such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning Act) any Purchaser (any of the Securities ActPersons referred to in this clause (ii) being referred to herein as a "CONTROLLING PERSON") and (iii) the respective officers, directors, managing directors, stockholders, partners, employees, representatives, trustees, fiduciaries, and agents of any officerPurchaser or any such Controlling Person (any such Person referred to in clause (i), director, investment adviser, employee, agent, partner, member (ii) or affiliate of such Holder (eachiii), a “Holder Indemnified Party”)"PURCHASER INDEMNIFIED PERSON") against any losses, from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such Holder or any such Holder Purchaser Indemnified Party Person may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) in whole or in part any untrue statement or alleged untrue statement inaccuracy in any of any material fact the representations and warranties of the Issuer contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, herein or (ii) any materially inaccurate representation in whole or breach of any material warranty, agreement or covenant in part upon the failure of the Issuer contained hereinto perform its obligations hereunder; provided, however, and will reimburse each such Purchaser Indemnified Person for any reasonable legal and other expenses incurred by such Purchaser Indemnified Person in connection with investigating or defending any such action or claims as such expenses are incurred. The indemnity agreement set forth in this Section 13.02(a) shall be in addition to any liabilities that the Issuer will may otherwise have. The foregoing indemnification shall apply whether or not be liable such losses, claims, damages or liabilities are primarily caused, in whole or in part, by any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement negligent act or omission or alleged omission (1) made in conformity with information furnished of any kind by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldPurchaser Indemnified Person.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdertheir respective officers, directors, advisors and any person agents and employees and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and any officerexpenses (including reasonable costs of investigation and legal expenses), director, investment adviser, employee, agent, partner, member joint or affiliate of such Holder several (each, a “Holder Indemnified PartyLoss” and collectively “Losses”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or arise out of any documents incorporated by reference therein) or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, ; or (iiiii) any materially inaccurate representation violation or breach of any material warranty, agreement or covenant alleged violation by Issuer of the Issuer contained hereinSecurities Act, the Exchange Act, any state securities law or any rule or regulation promulgated thereunder; provided, however, that the Issuer will shall not be liable to any indemnified party in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically holder expressly for use in the preparation thereof. This indemnity shall be in addition to any liability Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the transfer of such securities by such holder. The Issuer will also indemnify, or if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in any distribution pursuant hereto, their officers and directors and each Person who controls such Persons (2within the meaning of the Securities Act and the Exchange Act) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered same extent as provided above with respect to the Holder on a timely basis to permit proper delivery thereof prior to indemnification of the date on which any Registrable Securities were transferred or soldIndemnified Persons.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any Initial Purchaser, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (as defined in the Securities Actany such Person being an "Underwriter") for such Holderand each Person, and any person if any, who controls such any Holder or Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs damages and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses liabilities that arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein Registration Statement pursuant to which Exchange Notes or Registrable Notes were registered under the 1933 Act or any amendment or supplement theretoProspectus, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each Initial Purchaser and each controlling person, as incurred, for any legal or (ii) any materially inaccurate representation other expenses reasonably incurred by them in connection with investigating or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in defending any such case to the extent that loss, claim, damage or liability, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with or are based upon information furnished by such Holder in writing to the Issuer by any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with respect to such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter, as the case may be, specifically for use inclusion therein. Notwithstanding the foregoing, any indemnification with respect to any Registration Statement or Prospectus shall not inure to the benefit of any Initial Purchaser (or any such controlling person), Holder, Participating Broker-Dealer or Underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Exchange Notes or Registrable Notes, to the extent that any such loss, claim, damage or liability occurs under the circumstances where (w) the Issuer has previously furnished copies of such Registration Statement or Prospectus (in each case, excluding the preparation thereofdocuments incorporated by reference therein) to such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter, (2x) which the untrue statement or omission of a material fact contained in such Registration Statement or Prospectus (in each case, excluding the documents incorporated by reference therein) was cured corrected in an amendment or supplement to such Registration Statement or Prospectus, (y) delivery of such Registration Statement or Prospectus was required by the prospectus 1933 Act to be made to such Person, and (z) there was not sent or any amendment given to such Person, at or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on written confirmation of the sale of the Exchange Notes or Registrable Notes to such Person, a copy of such Registration Statement or Prospectus (in each case, excluding the documents incorporated by reference therein), as amended or supplemented. This indemnity agreement will be in addition to any liability which any Registrable Securities were transferred or soldthe Issuer may otherwise have.

Indemnification by the Issuer. The Issuer will shall (and shall cause each Guarantor, jointly and severally, to) without limitation as to time, indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to Notes, Exchange Notes, or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such HolderApplicable Period, and any person each Person, if any, who controls each such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act or Act) and the officers, directors and partners of each such underwriter within Holder, Participating Broker-Dealer and controlling person, to the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”)fullest extent lawful, from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonably incurred reasonable attorneys' fees and disbursements as provided in this Section 8) and expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise(including, insofar as such claims, actions, demands, losses, damages, liabilitieswithout limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or reasonably incurred expenses arise defending against any of the foregoing)(collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising out of or are based upon (i) in connection with any untrue statement or alleged untrue statement of any a material fact contained in such registration statementany Notes Registration Statement, any prospectus contained therein Notes Prospectus or form of prospectus, or in any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any 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 under which they were made, not misleading, except insofar as such Losses are solely based upon information relating to such Holder or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of Participating Broker-Dealer and furnished in writing to the Issuer contained hereinby such Holder or Participating Broker-Dealer or its counsel expressly for use therein; provided, however, that the Issuer will not be liable in to any such case Indemnified Party under this Section 8 to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is Losses were solely caused by an untrue statement or omission or alleged untrue statement or omission that was contained or made in any preliminary prospectus and corrected in the Notes Prospectus or any amendment or supplement thereto if (i) the Notes Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding, (1ii) made in conformity with information furnished any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Holder in writing specifically for use Indemnified Party and (iii) it is established in the preparation thereof, related proceeding that such Indemnified Party failed to deliver or provide a copy of the Notes Prospectus (2as amended or supplemented) which was cured in an amendment to such Person with or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Notes Prospectus (as amended or supplemented) was a result of noncompliance by the Issuer with Section 6 of this Agreement. The Issuer shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities were transferred Act or soldSection 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holder, and any person each of its respective officers, employees, affiliates, directors, partners, members, shareholders, attorneys and agents, and each person, if any, who controls such the Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder ) (each, a an “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all claims, actions, demandsexpenses, losses, damagesjudgments, claims, damages or liabilities, costs and reasonably incurred expenses to which such Holder whether joint or any such Holder Indemnified Party may become subject under the Securities Act or otherwiseseveral, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement (or alleged allegedly untrue statement statement) of any a material fact contained in any Registration Statement under which the sale of such registration statementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein in the Registration Statement, or any amendment or supplement theretoto such Registration Statement, or arise arising out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant violation by the Issuer of the Securities Act or any rule or regulation promulgated thereunder or any state securities or “blue sky” laws, in each case, applicable to the Issuer contained hereinin connection with any such registration; and the Issuer shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Issuer will not be liable in any such case to the extent that any such claim, action, demandexpense, loss, damageclaim, liability, cost damage or expense liability arises out of or is caused by an based upon any untrue statement or alleged allegedly untrue statement or omission or alleged omission (1) made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Issuer, in writing, by such the Holder in writing specifically expressly for use therein. The Issuer also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members, shareholders and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldthis Section 4.1.

Indemnification by the Issuer. The Issuer will agrees to indemnify ----------------------------- and hold harmless each Holder of holder holding Registrable Securities which are included in Stock covered by a registration statement pursuant to the provisions of Section 7 hereof statement, its officers, directors and any underwriter (as defined in the Securities Act) for such Holderagents, and any person each Person, if any, who controls such Holder holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs damages and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) liabilities caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Stock (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or any amendment or supplement theretopreliminary prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or (ii) liabilities are caused by any materially inaccurate representation such untrue statement or breach of any material warranty, agreement omission or covenant of alleged untrue statement or omission so made in strict conformity with information furnished in writing to the Issuer contained hereinby such holder or on such holder's behalf expressly for use therein; provided, however, provided that the Issuer will not be liable with respect to any untrue statement or omission or alleged untrue statement or omission made in any such preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission results from the fact that a current copy of the prospectus (1) made in conformity with information furnished by such Holder in writing specifically for use or, in the preparation thereofcase of a prospectus, the prospectus as amended or (2supplemented) which was cured in an amendment not sent or supplement given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that the Issuer has provided such prospectus and it was the responsibility of such holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Issuer also agrees to indemnify any amendment or supplement thereto) delivered to underwriters of the Holder Registrable Stock, their officers and directors and each person who controls such underwriters on a timely substantially the same basis to permit proper delivery thereof prior to as that of the date on which any Registrable Securities were transferred or soldindemnification of the holders provided in this Section 5.4.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder selling holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdertheir respective officers, directors, advisors and any person agents and employees and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and any officerexpenses (including reasonable costs of investigation and legal expenses), director, investment adviser, employee, agent, partner, member joint or affiliate of such Holder several (each, a “Holder Indemnified Party”"Loss" and collectively "Losses"), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or arise out of any documents incorpor ated by reference therein) or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will shall not be liable to any indemnified party in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically holder expressly for use in the preparation thereof, . This indemnity shall be in addition to any liability Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or (2) which was cured in an amendment or supplement to the prospectus (on behalf of such holder or any amendment or supplement thereto) delivered to indemnified party and shall survive the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold.transfer of such securities by such holder . The Issuer will also indemnify, if applicable and if requested, underwriters, selling brokers, dealer managers

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of the holders of Registrable Securities which are included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a registration statement pursuant to the provisions of Section 7 hereof Shelf Registration Statement and any underwriter (as defined in the Securities Act) for such Holder, and any each person who controls such Holder within the meaning of either Section 15 of the Securities Act participates as an underwriter in any offering or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate sale of such Holder (eachRegistrable Securities against any losses, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such Holder holder or any such Holder Indemnified Party underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such registration statementRegistrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such holder, Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such Electing Holder and such underwriter for any legal or (ii) other expenses reasonably incurred by them in connection with investigating or defending any materially inaccurate representation such action or breach of any material warranty, agreement or covenant of the Issuer contained hereinclaim as such expenses are incurred; provided, however, that (i) the Issuer will shall not be liable to any such person in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereofregistration statement, or (2) which was cured in an amendment preliminary, final or supplement to the prospectus (summary prospectus, or any amendment or supplement thereto) delivered , in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein; and (ii) such indemnity shall not inure to the benefit of any holder, Electing Holder on a timely basis to permit proper delivery or underwriter from or through whom the person asserting such loss, claim, damage or liability purchased the Securities which are the subject thereof if such loss, claim, damage or liability results from the fact that such person was not sent or given by such holder, Electing Holder or underwriter at or prior to the confirmation of the sale of the Securities a copy of the preliminary, final or summary prospectus, as amended or supplemented at the time of sale, and the untrue statement or omission of a material fact contained in the preliminary, final or summary prospectus, as amended or supplemented, was corrected in the preliminary, final or summary prospectus, as amended or supplemented at the time of sale, and sufficient copies of the preliminary, final or summary prospectus, as so amended or supplemented at the time of sale, were supplied to each holder, Electing Holder or underwriter sufficiently in advance of the date on which any Registrable Securities were transferred or soldof such confirmation to permit delivery thereof to such person prior to such confirmation.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Securityholder holding Registrable Securities which are included in Stock covered by a registration statement pursuant to the provisions of Section 7 hereof statement, its officers, directors and any underwriter (as defined in the Securities Act) for such Holderagents, and any person each Person, if any, who controls such Holder Securityholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs damages and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) liabilities caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Stock (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or any amendment or supplement theretopreliminary prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or (ii) liabilities are caused by any materially inaccurate representation such untrue statement or breach of any material warranty, agreement omission or covenant of alleged untrue statement or omission so made in strict conformity with information furnished in writing to the Issuer contained hereinby such Securityholder or on such Securityholder's behalf expressly for use therein; provided, however, provided that the Issuer will not be liable with respect to any untrue statement or omission or alleged untrue statement or omission made in any such preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission results from the fact that a current copy of the prospectus (1) made in conformity with information furnished by such Holder in writing specifically for use or, in the preparation thereofcase of a prospectus, the prospectus as amended or (2supplemented) which was cured in an amendment not sent or supplement given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that the Issuer has provided such prospectus and it was the responsibility of such Securityholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Issuer also agrees to indemnify any amendment or supplement thereto) delivered to underwriters of the Holder Registrable Stock, their officers and directors and each person who controls such underwriters on a timely substantially the same basis to permit proper delivery thereof prior to as that of the date on which any Registrable Securities were transferred or soldindemnification of the Securityholders provided in this Section 5.05.

Indemnification by the Issuer. The Issuer will agrees to indemnify each Purchaser and its Representatives (collectively, “Purchaser Related Parties” and with the Purchasers, each, an “Indemnitee”) from, and hold each of them harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holder, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claimsactions, actionssuits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, liabilitiesor expenses of any kind or nature whatsoever, costs including, the reasonable fees and reasonably disbursements of counsel and all other reasonable expenses incurred expenses in connection with investigating, defending or preparing to which such Holder or defend any such Holder matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Issuer contained herein (collectively, “Indemnified Party may become subject under Liabilities”), provided, that the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon Issuer shall have no obligation to any Indemnitee hereunder with respect to (i) any untrue statement Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or alleged untrue statement willful misconduct of any material fact contained such Indemnitee, in such registration statementeach case, any prospectus contained therein or any amendment or supplement theretoas determined by a final, or arise out non-appealable judgment of or 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, court of competent jurisdiction or (ii) claims brought by an Indemnitee solely against another Indemnitee and not arising out of any materially inaccurate representation act or omission of the Issuer; provided also that such claim for indemnification relating to a breach of the representations or warranties is made prior to the expiration of such representations or warranties; and provided further, that no Purchaser Related Party shall be entitled to recover special, indirect, incidental, consequential (including lost profits or diminution in value) or punitive damages. Notwithstanding anything to the contrary, indirect, incidental and consequential damages shall not be deemed to include diminution in value of the Purchased Units to the extent resulting from, arising out of or in any way related to the breach of any material warrantyof the representations, agreement warranties or covenant covenants of the Issuer contained herein; provided, however, that which is specifically included in damages covered by the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldPurchaser Related Parties’ indemnification.

Indemnification by the Issuer. The In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, the Issuer will shall indemnify and hold harmless the seller of such securities, its directors, officers, and employees, each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (other person who participates as defined an underwriter, broker or dealer in the Securities Act) for offering or sale of such Holdersecurities and each other person, and any person if any, who controls such Holder seller or any such participating person within the meaning of either Section Sec tion 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which such seller or any officer, such director, investment adviserofficer, employee, agent, partner, member participating person or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementsecurities were registered under the Securities Act, any Prospectus or preliminary prospectus contained therein included therein, or any amendment or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of ; and the Issuer contained hereinshall reimburse such seller and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding as such expenses are incurred; provided, however, provided that the Issuer will shall not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense arises out of or is caused by based upon an untrue statement or alleged untrue statement omission made in any such Registration Statement, Prospectus, preliminary prospectus, amendment or omission or alleged omission (1) made supplement in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically seller or participating person expressly for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless to the fullest extent permitted by law each Holder holder of Registrable Securities which are included in covered by a registration statement pursuant to the provisions of Section 7 hereof statement, its officers, directors and any underwriter (as defined in the Securities Act) for such Holderagents, and any person each Person, if any, who controls such Holder holder of Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs joint or several and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or any amendment preliminary, summary or supplement final prospectus or any amendments or supplements thereto, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of and the Issuer contained hereinwill reimburse such holders of Registrable Securities for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such loss, claim, damage, liability or expense except insofar as such losses, claims, damages, liabilities or expenses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Issuer by such holder or on such holder's behalf in either such case expressly for use therein; provided, however, that the Issuer will not be liable with respect to any untrue statement or omission or alleged untrue statement or omission made in any such preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission results from (1a) made in conformity with information furnished by such Holder in writing specifically for use the fact that a current copy of the prospectus (or, in the preparation thereofcase of a prospectus, the prospectus as amended or (2supplemented) which was cured in an amendment not sent or supplement given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that the Issuer has provided such prospectus and it was the responsibility of such holder of Registrable Securities to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense, (b) the use of any amendment prospectus by or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which behalf of any holder of Registrable Securities more than 24 hours after the Issuer has notified such Person that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were transferred made, not misleading, or sold(c) the use of any prospectus by or on behalf of any holder of Registrable Securities after such time as the obligation of the Issuer to keep the related registration statement effective has expired.

Indemnification by the Issuer. The Without limiting any other rights which the Funding Agents, the Administrative Agent or the Purchasers may have hereunder or under applicable law, the Issuer will indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant hereby agrees to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) indemnify, solely from funds available for distribution for such Holderpurpose by the Issuer, the Administrative Agent, each Funding Agent, each Purchaser and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Acttheir respective successors and permitted assigns and their respective officers, directors and any officeremployees (collectively, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified PartyParties”), ) from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all claims, actions, demandsdamages, losses, damagesclaims, liabilities, costs and reasonably incurred expenses to expenses, including, without limitation, reasonable attorneys’ fees (which such Holder attorneys may be employees of a Funding Agent or Purchaser, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any such Holder of them in any action or proceeding between the Issuer and any of the Indemnified Party may become subject under Parties or between any of the Securities Act Indemnified Parties and any third party or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise otherwise arising out of or are based upon as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Notes or any of the other transactions contemplated hereby or thereby, excluding (i) any untrue statement Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts result from bad faith, gross negligence or alleged untrue statement willful misconduct on the part of a Purchaser seeking indemnification or any material fact contained in such registration statement, any prospectus contained therein breach by a Purchaser of its obligations hereunder or any amendment or supplement theretounder the Transaction Documents, or arise Indemnified Amounts to the extent the same include losses in respect of the Loans that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Loan Obligor. Without limiting the generality of the foregoing, the Issuer shall indemnify each Indemnified Party for Indemnified Amounts arising out of or 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, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold.resulting from:

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of the holders of Registrable Securities which are included in an Exchange Registration Statement and each of the Electing Holders as holders of Registrable Securities included in a registration statement pursuant to the provisions of Section 7 hereof and Shelf Registration Statement against any underwriter (as defined in the Securities Act) for such Holderlosses, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such holder or such Electing Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such registration statementRegistrable Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any prospectus “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and each such Electing Holder for any and all legal or (ii) other expenses reasonably incurred by them in connection with investigating or defending any materially inaccurate representation such action or breach of any material warranty, agreement or covenant of the Issuer contained hereinclaim as such expenses are incurred; provided, however, that the Issuer will shall not be liable to any such person in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereofregistration statement, or (2) which was cured in an amendment preliminary, final or supplement to the summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or any amendment or supplement thereto) delivered , in reliance upon and in conformity with written information furnished to the Holder on a timely basis Issuer by such person expressly for use therein (ii) the use of any such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto after notice has been given to permit proper delivery thereof holders of Eligible Securities pursuant to Section 3(c)(iii)(G) or Section 3(d)(viii)(G) prior to such time as the date on which any Registrable Securities were transferred Company furnishes an amended or soldsupplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e).

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant harmless, to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such full extent permitted by law, each Holder, each member, limited or general partner thereof, each member, limited or general partner of each such member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and any person agents and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and any officerexpenses, director, investment adviser, employee, agent, partner, member joint or affiliate several (including reasonable costs of such Holder investigation and legal expenses) (each, a “Holder Indemnified PartyLoss” and collectively “Losses”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise ) arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were Registered under the Securities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Issuer or any of its subsidiaries including, without limitation, reports and other documents filed under the Exchange Act or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of a Prospectus, preliminary Prospectus, or any Issuer Free Writing Prospectus in light of the circumstances under which they were made) not misleading or (iiiii) any materially inaccurate representation actions or breach of any material warranty, agreement inactions or covenant proceedings in respect of the Issuer contained hereinforegoing whether or not such indemnified party is a party thereto; provided, however, that the Issuer will shall not be liable in to any such case particular indemnified party (A) to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically indemnified party expressly for use in the preparation thereof, thereof or (2B) which was cured in an amendment or supplement to the prospectus extent that any such Loss arises out of or is based upon an untrue statement or omission in a preliminary Prospectus relating to Registrable Securities, if a Prospectus (as then amended or any amendment or supplement theretosupplemented) delivered that would have cured the defect was furnished to the Holder on a timely basis indemnified party from whom the Person asserting the claim giving rise to permit proper delivery thereof such Loss purchased Registrable Securities at least five (5) days prior to the date on which any written confirmation of the sale of the Registrable Securities were transferred to such Person and a copy of such Prospectus (as amended and supplemented) was not sent or sold.given by or on behalf of such indemnified party to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person. This indemnity shall be in addition to any liability the Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder. The Issuer shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties. Table of Contents

Indemnification by the Issuer. The Issuer will indemnify agrees to indemnify, reimburse, defend, and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Collateral Agent and its directors, officers, employees, consultants, agents, attorneys, or any underwriter (as defined in other Person affiliated with or representing the Securities Act) for such Holder, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder Collateral Agent (each, a an “Holder Indemnified PartyPerson”) harmless against: (i) all liabilities, obligations, demands, and claims asserted by any other party in connection with, related to, following, or arising from, out of, or under the transactions contemplated by the Note Documents, whether in contract, tort, or otherwise (collectively, “Claims”); and (ii) all Purchasers’ Expenses and other losses and expenses incurred, or paid by Indemnified Person in connection with, related to, following, or arising from, out of, or under, the transactions contemplated by the Note Documents (including reasonable attorneys’ fees and expenses and, if necessary or appropriate, one local counsel in each reasonably necessary and materially relevant jurisdiction for the Indemnified Persons as a whole), except, in each case, for Claims and/or losses directly caused by such Indemnified Person’s gross negligence, fraud, or willful misconduct, in each case, as determined by a court of competent jurisdiction by final and non-appealable judgment. The Issuer hereby further agrees to indemnify, reimburse, defend, and hold each Indemnified Person harmless from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all claimsliabilities, actionsobligations, demands, claims, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claimspenalties, actions, demandsjudgments, suits, costs, expenses, and disbursements of any kind or nature whatsoever (including the fees and disbursements of one counsel for and, if necessary or appropriate, one local counsel in each reasonably necessary and materially relevant jurisdiction for the Indemnified Persons, taken as a whole) in connection with any investigative, response, remedial, administrative, or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of the Issuer or its stockholders, except for liabilities, obligations, losses, damages, liabilitiespenalties, costs or reasonably incurred expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in actions, judgments, suits, claims, costs, expenses, and disbursements directly caused by such registration statementIndemnified Person’s gross negligence, any prospectus contained therein or any amendment or supplement theretofraud, or arise out willful misconduct, in each case, as determined by a court of or are based upon the omission or alleged omission competent jurisdiction by final and non-appealable judgment. This Section 13.2(a) shall not apply with respect to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingtaxes, assessments, or (ii) other governmental charges other than any materially inaccurate representation or breach of taxes, assessments, and other governmental charges that represent Claims arising from any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in any such case to the extent that any such non-tax claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold ----------------------------- harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Registering Holder, its officers, directors, partners and any person agents and each Person, if any, who controls such Registering Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilitiesliabilities or expenses (or actions or proceedings, costs and reasonably incurred expenses to which such Holder whether commenced or any such Holder Indemnified Party may become subject under the Securities Act threatened in respect thereof), joint or otherwiseseveral, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, any reports required and other documents filed under the Exchange Act, prospectus contained therein or preliminary prospectus or any amendment thereof or supplement thereto, thereto (together with any documents incorporated therein by reference) relating to the Registrable Shares or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation violation or breach alleged violation by Issuer of any material warrantyfederal, agreement state, foreign or covenant of the Issuer contained herein; providedcommon law rule or regulation and relating to action or inaction in connection with any such registration, however, that disclosure document or other document and the Issuer will not be liable reimburse such Registering Holders, their officers, directors, partners and agents and each Person, if any, who controls such Registering Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act for any legal or any other expenses reasonably incurred by them including any amounts paid in any settlement in connection with investigating or defending such case to the extent that any such loss, claim, action, demand, loss, damage, liabilityliability or expense, cost except insofar as such losses, claims, damages, liabilities or expense is expenses are caused by an any such untrue statement or omission or alleged untrue statement or omission or alleged omission (1) made in conformity with based upon information furnished in writing to the Issuer by such Registering Holder in writing specifically or on such Registering Holder's behalf expressly for use therein. The Issuer also agrees to indemnify any underwriters of the Registrable Shares, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Registering Holders provided in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldthis Section 3.05(a).

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder or Selling Stockholder of Registrable Securities which are included in Shares covered by a registration statement Registration Statement pursuant to the provisions of Section 7 hereof and ARTICLE 6, any underwriter (as defined in the Securities Act) for such Holder, and any person Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter Selling Stockholder within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate Affiliate of such Holder or Selling Stockholder (each, a “Holder Indemnified Party”"HOLDER/SELLING STOCKHOLDER INDEMNIFIED PARTY"), from and against, and will reimburse each such Holder Holder/Selling Stockholder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder Holder/Selling Stockholder or any such Holder Holder/Selling Stockholder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon upon: (ia) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon ; (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus or prospectus, in light of the circumstances under which they were made) not misleading, ; or (iic) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, PROVIDED that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1i) made in reliance on and conformity with information furnished by such Holder any Holder/Selling Stockholder in writing specifically for use in the preparation thereof, thereof or (2ii) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder Holder/Selling Stockholder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities Shares were transferred or sold.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Selling Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Securities, its officers, directors and any underwriter (as defined in the Securities Act) for such Holderagents, and any person each Person, if any, who controls the Issuer (an "Issuer Control Person") or such Selling Holder within the meaning meaning, in each case, of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs damages and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) liabilities caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or any amendment or supplement theretopreliminary prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading except insofar as such losses, claims, damages or (ii) liabilities are caused by any materially inaccurate representation such untrue statement or breach of any material warranty, agreement omission or covenant of alleged untrue statement or omission based upon information furnished in writing to the Issuer contained herein; by such Selling Holder or on such Selling Holder's behalf expressly for use therein provided, however, that the Issuer will foregoing indemnity agreement with respect to any preliminary prospectus shall not be liable in inure to the benefit of any Selling Holder from whom the person asserting any such case to the extent that any such loss, claim, actiondamage or liability purchased the Registrable Securities if it is determined that (i)it was the responsibility of such Selling Holder to provide such person with a current copy of the prospectus, demand(ii) such Selling Holder had been furnished with copies of such current prospectus within a reasonable time prior to such purchase, and (iii) such current copy of the prospectus would have cured the defect giving rise to such loss, damageclaim, damage or liability. The Issuer also agrees to indemnify any Underwriters of the Registrable Securities, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldthis Section 4.1.

Indemnification by the Issuer. The In the event of any registration of any securities of the Issuer will under the 1933 Act pursuant to this Section, the Issuer will, and hereby does, indemnify and hold harmless Purchaser, its directors, officers, affiliates and agents and each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holderother Person, and any person if any, who controls such Holder Purchaser within the meaning of either Section paragraph 15 of the Securities 1933 Act or Section 20 of the Exchange Act or (Purchaser and such underwriter within the meaning of the Securities Actother Persons, and any officercollectively, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified PartyPurchaser Covered Persons”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all out-of-pocket losses, claims, actions, demands, losses, damages, liabilities, costs liabilities and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (including reasonable attorneys’ fees and expenses) (collectively “Damages”) caused by (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein Registration Statement or any amendment thereof under which such securities were registered under the 1933 Act or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or (ii) any materially inaccurate representation untrue statement or breach alleged untrue statement of a material fact contained in any preliminary, final or summary Prospectus, together with the documents incorporated by reference therein, or amendment or supplement thereto, any issuer free writing prospectus (as defined in Rule 433(h) under the 1933 Act), any Issuer information that the Issuer has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act, any “road show” as defined in Rule 433(h) under the 1933 Act, or the omission or alleged omission to state therein a material warrantyfact required to be stated therein or necessary in order to make the statements therein, agreement or covenant in light of the Issuer contained hereincircumstances under which they were made, not misleading; provided, however, that the Issuer will shall not be liable to Purchaser Covered Person in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Damage (or expense action or proceeding in respect thereof) is caused by an any untrue statement or alleged untrue statement or omission or alleged omission (1) made in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of any such Holder in writing Purchaser Covered Person, specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Initial Purchaser, its directors and any officers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (as defined in the Securities Actany such Person being an "Underwriter") for such Holderand each Person, and any person if any, who controls such any Holder or Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs damages and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses liabilities that arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein Registration Statement pursuant to which Exchange Notes or Registrable Notes were registered under the 1933 Act or any amendment or supplement theretoProspectus, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each Initial Purchaser and each controlling person, as incurred, for any legal or (ii) any materially inaccurate representation other expenses reasonably incurred by them in connection with investigating or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in defending any such case to the extent that loss, claim, damage or liability, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with or are based upon information furnished by such Holder in writing to the Issuer by any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with respect to such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter, as the case may be, specifically for use inclusion therein. Notwithstanding the foregoing, any indemnification with respect to any Registration Statement or Prospectus shall not inure to the benefit of any Initial Purchaser (or any such controlling person), Holder, Participating Broker-Dealer or Underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Exchange Notes or Registrable Notes, to the extent that any such loss, claim, damage or liability occurs under the circumstances where (w) the Issuer has previously furnished copies of such Registration Statement or Prospectus (in each case, excluding the preparation thereofdocuments incorporated by reference therein) to such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter, (2x) which the untrue statement or omission of a material fact contained in such Registration Statement or Prospectus (in each case, excluding the documents incorporated by reference therein) was cured corrected in an amendment or supplement to such Registration Statement or Prospectus, (y) delivery of such Registration Statement or Prospectus was required by the prospectus 1933 Act to be made to such Person, and (z) there was not sent or any amendment given to such Person, at or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on written confirmation of the sale of the Exchange Notes or Registrable Notes to such Person, a copy of such Registration Statement or Prospectus (in each case, excluding the documents incorporated by reference therein), as amended or supplemented. This indemnity agreement will be in addition to any liability which any Registrable Securities were transferred or soldthe Issuer may otherwise have.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Securityholder holding Registrable Securities which are included in covered by a registration statement pursuant to the provisions of Section 7 hereof statement, its officers, directors and any underwriter (as defined in the Securities Act) for such Holderagents, and any person each Person, if any, who controls such Holder Securityholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs damages and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) liabilities caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or any amendment or supplement theretopreliminary prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or (ii) liabilities are caused by any materially inaccurate representation such untrue statement or breach of any material warranty, agreement omission or covenant of alleged untrue statement or omission so made in strict conformity with information furnished in writing to the Issuer contained hereinby such Securityholder or on such Securityholder's behalf expressly for use therein; provided, however, provided that the Issuer will not be liable with respect to any untrue statement or omission or alleged untrue statement or omission made in any such preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in results from the preparation thereof, or (2) which was cured in an amendment or supplement to fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or any amendment supplemented) was not sent or supplement thereto) delivered given to the Holder on a timely basis to permit proper delivery thereof Person asserting any such loss, claim, damage, liability or expense at or prior to the date on which any written confirmation of the sale of the Registrable Securities were transferred concerned to such Person if it is determined that the Issuer has provided such prospectus and it was the responsibility of such Securityholder to provide such Person with a current copy of the final prospectus (or soldsuch amended or supplemented prospectus, as the case may be) and such current copy of the final prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Issuer also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Securityholders provided in this Section 2.03.

Indemnification by the Issuer. The In connection with the Shelf Registration, the Issuer will shall, and hereby agrees to, indemnify and hold harmless each Holder of the Holders of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such HolderShelf Registration, and each Person who is named in such Shelf Registration or a supplement thereto as an underwriter in any person offering or sale of such Registrable Securities, such Person's partners, principals, directors and officers and each Person who controls any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder Person (each, a “Holder Indemnified Party”)"Participant") against any losses, from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such Holder or any such Holder Indemnified Party Participant may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such registration statementRegistrable Securities were registered under the Securities Act, or any prospectus preliminary, final or summary Prospectus contained therein or furnished by the Issuer to any such Participant, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of misleading and the Issuer contained hereinshall, and hereby agrees to, reimburse each such Participant for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuer will shall not be liable to any such Person in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereofregistration statement, or (2) which was cured in an amendment preliminary, final or supplement to the prospectus (summary Prospectus, or any amendment or supplement thereto) delivered , in reliance upon and in conformity with written information furnished to the Holder on Issuer by such Participant expressly for use therein; provided, further, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense arising from (i) an offer or sale of Registrable Securities occurring during a timely basis Deferral Period, if Notice Holders received a Deferral Notice, or (ii) the Participant's failure to permit proper delivery thereof deliver at or prior to the date on written confirmation of sale, the most recent Prospectus, as amended or supplemented, and such Prospectus, as amended or supplemented, would have corrected such untrue statement or alleged untrue statement of a material fact. This indemnity agreement will be in addition to any liability which any Registrable Securities were transferred or soldthe Issuer may otherwise have.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Stockholder, its partners, directors, officers, trustees, other Affiliates and any underwriter (as defined in the Securities Act) for such Holder, and any person each Person who controls such Holder (within the meaning of either Section 15 of the Securities Act Act) such Stockholder from and against any and all losses, claims, damages, liabilities and expenses, or Section 20 any action or proceeding in respect thereof (including reasonable costs of the Exchange Act or such underwriter within the meaning of the Securities Act, investigation and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder reasonable attorneys' fees and expenses) (each, a “Holder Indemnified Party”"Liability" and collectively, "Liabilities"), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon (i) any untrue statement untrue, or alleged untrue allegedly untrue, statement of any a material fact contained in such registration statementany Registration Statement, Prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or any amendment supplements thereto) or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of misleading under the Issuer contained hereincircumstances such statements were made; provided, however, that the Issuer will shall not be liable (i) in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Liability arises out of or expense is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in such Registration Statement, Prospectus or preliminary prospectus or notification or offering circular in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder in writing Stockholder (including, without limitation, the information provided pursuant to Section 7.2), specifically for use in the preparation thereofthereof and (ii) for any Liability if (1) the Issuer has notified such Stockholder to suspend use of the Prospectus pursuant to Section 6.3(a) or (b), or (2) which such Stockholder continues to use the relevant Prospectus notwithstanding such notice, and (3) such Liability arises from or is based upon an untrue statement or alleged untrue statement of any material fact or omission to state a material fact that was cured in an amendment the supplemented or supplement to the prospectus amended Prospectus contemplated by Section 6.3(a) or (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldb).

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Selling Holder, its officers, directors and any person agents and each Person, if any, who controls such each Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred liabilities or expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or caused by any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that and the Issuer will not be liable reimburse each Selling Holder for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such loss, claim, damage, liability or expense, except insofar as such losses, claims, damages, liabilities or expenses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Issuer by such Selling Holder or on such Selling Holder's behalf expressly for use therein; provided that with respect to any untrue statement or omission or alleged untrue statement or omission made in any such preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in results from the preparation thereof, or (2) which was cured in an amendment or supplement to fact that a current copy of the prospectus (or any amendment the amended or supplement theretosupplemented prospectus, as the case may be) delivered was not sent or given to the Holder on a timely basis to permit proper delivery thereof Person asserting any such loss, claim, damage, liability or expense at or prior to the date on which any written confirmation of the sale of the Registrable Securities were transferred concerned to such Person if it is determined that the Issuer has provided such prospectus (or soldamended or supplemented prospectus) and it was the responsibility of such Selling Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Issuer also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of each Selling Holder provided in this Section 2.06(a).

Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder or Selling Stockholder of Registrable Securities which are included in Shares covered by a registration statement Registration Statement pursuant to the provisions of Section 7 hereof and Article 6, any underwriter (as defined in the Securities Act) for such Holder, and any person Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter Selling Stockholder within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate Affiliate of such Holder or Selling Stockholder (each, a “Holder Holder/Selling Stockholder Indemnified Party”), from and against, and will reimburse each such Holder Holder/Selling Stockholder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder Holder/Selling Stockholder or any such Holder Holder/Selling Stockholder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon upon: (ia) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon ; (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus or prospectus, in light of the circumstances under which they were made) not misleading, ; or (iic) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, provided that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1i) made in reliance on and conformity with information furnished by such Holder any Holder/Selling Stockholder in writing specifically for use in the preparation thereof, thereof or (2ii) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder Holder/Selling Stockholder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities Shares were transferred or sold.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Selling Holder, its officers, directors and any person agents, and each Person, if any, who controls each such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs liabilities and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or any amendment or supplement theretopreliminary prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) expenses are caused by any materially inaccurate representation such untrue statement or breach omission or alleged untrue statement or omission based upon information furnished in writing to the Issuer by or on behalf of any material warranty, agreement such Selling Holder expressly for use therein; PROVIDED that with respect to any untrue statement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable omission or alleged untrue statement or omission made in any such preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission results from the fact that a current copy of the prospectus (1) made in conformity with information furnished by such Holder in writing specifically for use or, in the preparation thereofcase of a prospectus, the prospectus as amended or (2supplemented) which was cured in an amendment not sent or supplement given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that the Issuer has provided such prospectus and it was the responsibility of such Selling Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Issuer also agrees to indemnify any amendment or supplement thereto) delivered to Underwriters of the Holder Registrable Securities, their officers and directors and each Person who controls such Underwriters on a timely substantially the same basis to permit proper delivery thereof prior to as that of the date on which any Registrable Securities were transferred or soldindemnification of the Selling Holders provided in this Section 3.6.

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless each Holder of Stockholder holding Registrable Securities which are included in Stock covered by a registration statement pursuant to the provisions of Section 7 hereof statement, its officers, directors and any underwriter (as defined in the Securities Act) for such Holderagents, and any person each Person, if any, who controls such Holder Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all losses, claims, actions, demands, losses, damages, liabilities, costs damages and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) liabilities caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, statement or prospectus relating to the Registrable Stock (as amended or supplemented if the Issuer shall have furnished any prospectus contained therein amendments or supplements thereto) or any amendment or supplement theretopreliminary prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or (ii) liabilities are caused by any materially inaccurate representation such untrue statement or breach of any material warranty, agreement omission or covenant of alleged untrue statement or omission so made in strict conformity with information furnished in writing to the Issuer contained hereinby such Stockholder or on such Stockholder's behalf expressly for use therein; provided, however, provided that the Issuer will not be liable with respect to any untrue statement or omission or alleged untrue statement or omission made in any such preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, action, demand, loss, damage, liability, cost liability or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission results from the fact that a current copy of the prospectus (1) made in conformity with information furnished by such Holder in writing specifically for use or, in the preparation thereofcase of a prospectus, the prospectus as amended or (2supplemented) which was cured in an amendment not sent or supplement given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that the Issuer has provided such prospectus and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Issuer also agrees to indemnify any amendment or supplement thereto) delivered to underwriters of the Holder Registrable Stock, their officers and directors and each person who controls such underwriters on a timely substantially the same basis to permit proper delivery thereof prior to as that of the date on which any Registrable Securities were transferred or soldindemnification of the Stockholders provided in this Section 4.5.

Indemnification by the Issuer. The Issuer will indemnify and hold harmless (x) each Holder of the broker-dealers whose Registrable Securities are included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and Shelf Registration Statement against any underwriter (as defined in the Securities Act) for such Holderlosses, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which such broker-dealer, Electing Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such registration statementRegistrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such broker-dealer or Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such broker-dealer or (ii) Electing Holder for any materially inaccurate representation legal or breach of other expenses reasonably incurred by them in connection with investigating or defending any material warranty, agreement such action or covenant of the Issuer contained hereinclaim as such expenses are incurred; provided, however, that (i) the Issuer will shall not be liable to any such person in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing specifically person expressly for use therein and (ii) with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in the preparation thereof, a Shelf Registration Statement or (2) which was cured prospectus or in an amendment or supplement to the prospectus (or any amendment or supplement theretothereto or in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this Section 5(a) delivered will not inure to the benefit of any broker-dealer or Electing Holder on a from whom the person asserting any such loss, claim, damage or liability purchased the Registrable Securities purchased concerned, to the extent that at the time of such purchase such broker-dealer or Electing Holder had received timely basis to permit proper delivery thereof written advice from the Issuer prior to such purchase that the date on which any Registrable Securities were transferred use of such prospectus, amendment, supplement or soldpreliminary prospectus was suspended as provided in Section 3(e) hereof.

Indemnification by the Issuer. The Issuer will ISSUER agrees to indemnify and hold harmless PURCHASER, its directors and officers and each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holderperson, and any person if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter PURCHASER within the meaning of the Securities Act and/or the Securities Exchange Act of 1934, as amended ("Exchange Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”"), from and againstagainst any losses, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, damages or liabilities, costs and reasonably incurred expenses joint or several, to which PURCHASER or such Holder or any such Holder Indemnified Party person may become subject subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, actions, demands, losses, damages, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained (A) in such registration statement, any prospectus contained therein or registration statement for the Shares or (B) in any amendment blue sky application or supplement thereto, other document executed by the ISSUER specifically for blue sky purposes or arise out of or are based upon any other written information furnished by the ISSUER or on its behalf to any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application"), (ii) the omission or alleged omission by the ISSUER to state therein in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse PURCHASER and each such person for any legal or other expenses reasonably incurred by PURCHASER or such person in connection with investigating or defending any such loss, claim, damage, liability or action, or (iiiii) any materially inaccurate representation or breach of any material warranty, agreement or covenant violation by the ISSUER of the Issuer contained hereinSecurities Act or any rule or regulation promulgated thereunder, or any blue sky law or other state securities laws law or rule or regulation promulgated thereunder, relating to any action or inaction by the ISSUER in connection with the issuance and registration of the Shares; provided, however, that the Issuer ISSUER will not be liable in any such case to the extent that any such loss, claim, action, demand, loss, damage, liability, cost damage or expense liability arises out of or is caused by based upon an untrue statement or alleged untrue statement or omission or alleged omission (1) made in reliance upon and in conformity with information regarding PURCHASER which is furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (ISSUER by PURCHASER or its representatives for inclusion in any registration statement for the Shares or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldsuch Blue Sky Application ("Non-Indemnity Events").

Indemnification by the Issuer. The Issuer will agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Securities, their officers, directors and any underwriter (as defined in the Securities Act) for such Holder, employees and any person each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter holder (within the meaning of the Securities Act) (the "INDEMNIFIED PARTIES") against all losses, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs liabilities and reasonably expenses incurred expenses to which by such Holder party in connection with any actual or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise threatened action arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in such registration statementany Registration Statement, any prospectus contained therein Prospectus or preliminary Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of and the Issuer contained herein; provided, however, that the Issuer will not be liable agrees to reimburse such Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with Bechtel Warrant Agreement investigating or defending any such case to loss or action or proceeding in respect thereof, except insofar as the extent that same arise out of or are based upon any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in reliance on and in conformity with any information furnished in writing to the Issuer by such Holder in writing specifically holder or its counsel expressly for use in therein. The Issuer shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the preparation thereof, or (2meaning of the Securities Act) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered same extent as provided above with respect to the Holder on a timely basis to permit proper delivery thereof prior to indemnification of the date on which any Registrable Securities were transferred or soldIndemnified Parties, if requested.