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 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 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 9.1 Subject to the conditions set forth below, the Issuer, with respect to the Offering, 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 Managing Broker Dealer and any underwriter (as defined in the Securities Act) for such Holderits respective owners, managers, members, partners, directors, officers, employees, agents, attorneys, and any person who controls such Holder within accountants (collectively 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, “MBD Parties” and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, each a “Holder Indemnified MBD Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all claimsloss, actionsliability, demandsclaim, losses, damages, liabilities, costs damage 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 expense whatsoever (“Loss”) arising out of or are based upon (i) any upon: 9.1.1 Any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, the Offering Circular (as amended and supplemented from time to time) or in any prospectus contained therein application or other document filed in any amendment or supplement theretojurisdiction in order to qualify the Securities under, or arise out exempt the Offering of the Securities from, the registration or are based upon qualification requirements of the securities laws thereof; 9.1.2 The omission or alleged omission from the Offering Circular (as amended and supplemented from time to state therein time) of 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 ; 9.1.3 The failure of the Issuer contained hereinto comply with any provisions of federal and state securities law, rules, and regulations, including Regulation A; 9.1.4 Any verbal or written representations made in connection with the Offering made by the Issuer, its agents (other than by the MBD Parties or any of its employees or affiliates), employees, or affiliates in violation of federal and state securities law, rules, and regulations, including Regulation A; provided, however, that or 9.1.5 The breach by the Issuer will not of any term, condition, representation, warranty, or covenant in this Agreement. 9.2 If any action is brought against any of the MBD Parties in respect of which indemnity may be liable sought hereunder, the MBD Party shall promptly notify the party or parties against whom indemnification is to be sought in writing of the institution of such action, and the Issuer shall assume the defense of such action. The affected MBD Parties shall have the right to employ counsel in any such case case. The reasonable fees and expenses of such counsel shall be at the Issuer’s expense and authorized in writing by the Issuer. 9.3 The Issuer agrees to promptly notify the Managing Broker Dealer of the commencement of any litigation or proceedings against the Issuer or any of its respective officers, directors, members, managers, partners, employees, attorneys, accountants, or agents in connection with the Offering of the Securities or in connection with the Offering Circular. 9.4 The indemnity provided to the MBD Parties pursuant to this Section 9 shall not apply to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by an based upon (i) 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 such Holder in writing the Managing Broker Dealer specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to of the prospectus Offering Circular (or any amendment or supplement thereto) delivered or any sales literature, (ii) the failure to qualify the Holder on offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Managing Broker Dealer, (iii) the offer or sale by the Managing Broker Dealer of a timely basis Security to permit proper delivery thereof prior a person who fails to meet the date on which standards regarding suitability under any Registrable Securities were transferred applicable federal and state laws, rules, and regulations or soldFINRA rules or (iv) the breach by the Managing Broker Dealer of its representations, warranties, or obligations hereunder.

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 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 7.1 Subject to the conditions set forth below, the Issuer, with respect to the Offering, 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 Selling Group Member and any underwriter (as defined in the Securities Act) for such Holderits respective owners, managers, members, partners, directors, officers, employees, agents, attorneys, and any person who controls such Holder within accountants (collectively 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, “Selling Parties” and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, each a “Holder Indemnified Selling Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all claimsloss, actionsliability, demandsclaim, losses, damages, liabilities, costs damage 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 expense whatsoever (“Loss”) arising out of or are based upon (i) any upon: 7.1.1 Any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, the Offering Circular (as amended and supplemented from time to time) or in any prospectus contained therein application or other document filed in any amendment or supplement theretojurisdiction in order to qualify the Securities under, or arise out exempt the Offering of the Securities from, the registration or are based upon qualification requirements of the securities laws thereof; 7.1.2 The omission or alleged omission from the Offering Circular (as amended and supplemented from time to state therein time) of 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 ; 7.1.3 The failure of the Issuer contained hereinto comply with any provisions of federal and state securities law, rules, and regulations, including Regulation A; 7.1.4 Any verbal or written representations made in connection with the Offering made by the Issuer, its agents (other than by the Selling Parties or any of its employees or affiliates), employees, or affiliates in violation of federal and state securities law, rules, and regulations, including Regulation A; provided, however, that or 7.1.5 The breach by the Issuer will not of any term, condition, representation, warranty, or covenant in this Agreement. 7.2 If any action is brought against any of the Selling Parties in respect of which indemnity may be liable sought hereunder, the Selling Party shall promptly notify the party or parties against whom indemnification is to be sought in writing of the institution of such action, and the Issuer shall assume the defense of such action. The affected Selling Parties shall have the right to employ counsel in any such case case. The reasonable fees and expenses of such counsel shall be at the Issuer’s expense and authorized in writing by the Issuer. 7.3 The Issuer agrees to promptly notify the Selling Group Member of the commencement of any litigation or proceedings against the Issuer or any of its respective officers, directors, members, managers, partners, employees, attorneys, accountants, or agents in connection with the Offering of the Securities or in connection with the Offering Circular. 7.4 The indemnity provided to the Selling Parties pursuant to this Section 7 shall not apply to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by an based upon (i) 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 such Holder in writing the Selling Group Member specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to of the prospectus Offering Circular (or any amendment or supplement thereto) delivered or any sales literature, (ii) the failure to qualify the Holder on offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Selling Group Member, (iii) the offer or sale by the Selling Group Member of a timely basis Security to permit proper delivery thereof prior a person who fails to meet the date on which standards regarding suitability under any Registrable Securities were transferred applicable federal and state laws, rules, and regulations or soldFINRA rules or (iv) the breach by the Selling Group Member of its representations, warranties, or obligations hereunder.

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 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 Issuer will 26.1 Subject to the conditions set forth below, the Issuer, with respect to the Offering, 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 Introducing RIA and any underwriter (as defined in the Securities Act) for such Holderits respective owners, managers, members, partners, directors, officers, employees, agents, attorneys, and any person who controls such Holder within accountants (collectively 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, “Selling Parties” and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, each a “Holder Indemnified Selling Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all claimsloss, actionsliability, demandsclaim, losses, damages, liabilities, costs damage 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 expense whatsoever (“Loss”) arising out of or are based upon (i) any upon: 26.1.1 Any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, the Offering Circular (as amended and supplemented from time to time) or in any prospectus contained therein application or other document filed in any amendment or supplement theretojurisdiction in order to qualify the Securities under, or arise out exempt the Offering of the Securities from, the registration or are based upon qualification requirements of the securities laws thereof; 26.1.2 The omission or alleged omission from the Offering Circular (as amended and supplemented from time to state therein time) of 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 ; 26.1.3 The failure of the Issuer contained hereinto comply with any provisions of federal and state securities law, rules, and regulations, including Regulation A; 26.1.4 Any verbal or written representations made in connection with the Offering made by the Issuer, its agents (other than by the Selling Parties or any of its employees or affiliates), employees, or affiliates in violation of federal and state securities law, rules, and regulations, including Regulation A; provided, however, that or 26.1.5 The breach by the Issuer will not of any term, condition, representation, warranty, or covenant in this Agreement. 26.2 If any action is brought against any of the Selling Parties in respect of which indemnity may be liable sought hereunder, the Selling Party shall promptly notify the party or parties against whom indemnification is to be sought in writing of the institution of such action, and the Issuer shall assume the defense of such action. The affected Selling Parties shall have the right to employ counsel in any such case case. The reasonable fees and expenses of such counsel shall be at the Issuer’s expense and authorized in writing by the Issuer. 26.3 The Issuer agrees to promptly notify the Introducing RIA of the commencement of any litigation or proceedings against the Issuer or any of its respective officers, directors, members, managers, partners, employees, attorneys, accountants, or agents in connection with the Offering of the Securities or in connection with the Offering Circular. 26.4 The indemnity provided to the Selling Parties pursuant to this Section 7 shall not apply to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by an based upon (i) 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 such Holder in writing the Introducing RIA specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to of the prospectus Offering Circular (or any amendment or supplement thereto) delivered or any sales literature, (ii) the failure to qualify the Holder on offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Introducing RIA, (iii) the offer or sale by the Introducing RIA of a timely basis Security to permit proper delivery thereof prior a person who fails to meet the date on which standards regarding suitability under any Registrable Securities were transferred applicable federal and state laws, rules, and regulations or sold(iv) the breach by the Introducing RIA of its representations, warranties, or obligations hereunder.

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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 8.1 Subject to the conditions set forth below, the Issuer, with respect to the Offering, agrees to indemnify and hold harmless each Holder of Registrable Securities which are included the Broker-Dealer and its owners, managers, members, partners, directors, officers, employees, agents, attorneys, and accountants (the “BD Parties”) against any and all loss, liability, claim, damage, and expense whatsoever (“Loss”) arising out of, based upon, or relating in a registration statement pursuant any manner, directly or indirectly, to the provisions of Section 7 hereof Broker-Dealer rendering the Services in accordance with this Agreement, including any negligent act or conduct by Broker-Dealer in rendering the Services.. Additionally, the Issuer agrees to reimburse the Broker-Dealer immediately for any and any underwriter (as defined all expenses, including, without limitation, attorney fees, incurred by the Broker-Dealer in the Securities Act) for such Holderconnection with investigating, preparing to defend or defending, or otherwise being involved in, 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 Actlawsuits, 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, actionsor other proceedings arising out of or in connection with or relating in any manner, demandsdirectly or indirectly, to the rendering of any Services by the Broker-Dealer in accordance with the Agreement (as defendant, nonparty, or in any other capacity other than as a plaintiff, including, without limitation, as a party in an interpleader action); provided, however, that in the event a determination is made by a court of competent jurisdiction that the losses, claims, damages, liabilitiesor liability arose solely out of the Broker-Dealer’s breach of this Agreement, costs and reasonably incurred expenses to which such Holder sole negligence, gross negligence, willful misconduct, dishonesty, fraud, 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 violation of any material fact contained in such registration statementapplicable law, any prospectus contained therein or any amendment or supplement theretoregulation, or arise out of or are based upon rule, the omission or alleged omission Broker-Dealer will remit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) Issuer any materially inaccurate representation or breach of amounts for which it had been reimbursed under this paragraph. 8.2 If any material warranty, agreement or covenant action is brought against any of the BD Parties in respect of which indemnity may be sought hereunder, the Broker-Dealer shall promptly notify the Issuer contained hereinin writing of the institution of such action, and the Issuer shall assume the defense of such action; provided, however, that the failure to notify the Issuer shall not affect the provisions in this Section 8 except to the extent such failure to notify the Issuer has a material and adverse effect on the defense of such claims. The affected BD Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Issuer’s expense, provided, that the Issuer will not be liable obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions. 8.3 The Issuer agrees to promptly notify the Broker-Dealer of the commencement of any such case litigation or proceedings against the Issuer or any of its managers, members, partners, officers, directors, employees, agents, attorneys, accountants, and affiliates in connection with the offering, sale, and issuance of the Securities, the Registration Statement, the Prospectus, or any other matter affecting or related to any of the foregoing. 8.4 The indemnity provided to the Broker-Dealer pursuant to this Section 8 shall not apply to the extent that any such claim, action, demand, loss, damage, liability, cost or expense Loss is caused by an by: 8.4.1 any untrue statement statement, or alleged untrue statement statement, of material fact regarding the Broker-Dealer or omission or alleged omission (1) any agent of the Broker-Dealer made in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing the Broker-Dealer or any agent of the Broker-Dealer specifically for use in the preparation thereofof the Registration Statement, or (2) of which was cured in an amendment or supplement to the prospectus Prospectus is a part (or any amendment or supplement thereto) delivered or any sales literature, to the Holder on extent applicable, or any omission, or alleged omission, of a timely basis material fact regarding the Broker-Dealer or any agent of the Broker-Dealer required to permit proper delivery thereof prior to be disclosed by the date on Broker-Dealer or any agent of the Broker-Dealer, of which any Registrable Securities were transferred omission or soldalleged omission the Broker-Dealer or its agents had actual knowledge, or 8.4.2 the breach by the Broker-Dealer of its representations, warranties, or obligations in this Agreement.

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 (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 9.1 Subject to the conditions set forth below, the Issuer, with respect to the Offering, agrees to indemnify and hold harmless each Holder of Registrable Securities which are included the Broker-Dealer and its owners, managers, members, partners, directors, officers, employees, agents, attorneys, and accountants (the “BD Parties”) against any and all loss, liability, claim, damage, and expense whatsoever (“Loss”) arising out of, based upon, or relating in a registration statement pursuant any manner, directly or indirectly, to the provisions of Section 7 hereof Broker-Dealer rendering the Services in accordance with this Agreement, including any negligent act or conduct by Broker-Dealer in rendering the Services.. Additionally, the Issuer agrees to reimburse the Broker-Dealer immediately for any and any underwriter (as defined all expenses, including, without limitation, attorney fees, incurred by the Broker-Dealer in the Securities Act) for such Holderconnection with investigating, preparing to defend or defending, or otherwise being involved in, 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 Actlawsuits, 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, actionsor other proceedings arising out of or in connection with or relating in any manner, demandsdirectly or indirectly, to the rendering of any Services by the Broker-Dealer in accordance with the Agreement (as defendant, nonparty, or in any other capacity other than as a plaintiff, including, without limitation, as a party in an interpleader action); provided, however, that in the event a determination is made by a court of competent jurisdiction that the losses, claims, damages, liabilitiesor liability arose solely out of the Broker-Dealer’s breach of this Agreement, costs and reasonably incurred expenses to which such Holder sole negligence, gross negligence, willful misconduct, dishonesty, fraud, 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 violation of any material fact contained in such registration statementapplicable law, any prospectus contained therein or any amendment or supplement theretoregulation, or arise out of or are based upon rule, the omission or alleged omission Broker-Dealer will remit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) Issuer any materially inaccurate representation or breach of amounts for which it had been reimbursed under this paragraph. 9.2 If any material warranty, agreement or covenant action is brought against any of the BD Parties in respect of which indemnity may be sought hereunder, the Broker-Dealer shall promptly notify the Issuer contained hereinin writing of the institution of such action, and the Issuer shall assume the defense of such action; provided, however, that the failure to notify the Issuer shall not affect the provisions in this Section 9 except to the extent such failure to notify the Issuer has a material and adverse effect on the defense of such claims. The affected BD Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Issuer’s expense, provided, that the Issuer will not be liable obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions. 9.3 The Issuer agrees to promptly notify the Broker-Dealer of the commencement of any such case litigation or proceedings against the Issuer or any of its managers, members, partners, officers, directors, employees, agents, attorneys, accountants, and affiliates in connection with the offering, sale, and issuance of the Securities, the Registration Statement, the Prospectus, or any other matter affecting or related to any of the foregoing. 9.4 The indemnity provided to the Broker-Dealer pursuant to this Section 9 shall not apply to the extent that any such claim, action, demand, loss, damage, liability, cost or expense Loss is caused by an by: 9.4.1 any untrue statement statement, or alleged untrue statement statement, of material fact regarding the Broker-Dealer or omission or alleged omission (1) any agent of the Broker-Dealer made in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing the Broker-Dealer or any agent of the Broker-Dealer specifically for use in the preparation thereofof the Registration Statement, or (2) of which was cured in an amendment or supplement to the prospectus Prospectus is a part (or any amendment or supplement thereto) delivered or any sales literature, to the Holder on extent applicable, or any omission, or alleged omission, of a timely basis material fact regarding the Broker-Dealer or any agent of the Broker-Dealer required to permit proper delivery thereof prior to be disclosed by the date on Broker-Dealer or any agent of the Broker-Dealer, of which any Registrable Securities were transferred omission or soldalleged omission the Broker-Dealer or its agents had actual knowledge, or 9.4.2 the breach by the Broker-Dealer of its representations, warranties, or obligations in this Agreement.

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 indemnify 9.1 Subject to the conditions set forth below, the Issuer, with respect to the Offering, agrees to indemnify, defend and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof Managing Broker-Dealer and any underwriter (as defined in the Securities Act) for such HolderSelling Group Members, and any person who controls such Holder within their respective owners, managers, members, trustees, partners, directors, officers, employees, agents, attorneys and accountants (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 PartySelling Parties”), from and against, and will reimburse each such Holder Indemnified Party with respect to, ) against any and all claimsloss, actionsliability, demandsclaim, losses, damages, liabilities, costs damage 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 expense whatsoever (“Loss”) arising out of or are based upon (i) any upon: 9.1.1 Any untrue statement or alleged untrue statement of any a material fact contained in the Memorandum or in any application or other document filed in any jurisdiction in order to qualify the Securities under or exempt the Offering of the Securities from the registration or qualification requirements of the securities laws thereof unless any of the Selling Parties know such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the statement to be untrue; 9.1.2 The omission or alleged omission to state therein from the Memorandum of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) misleading unless any materially inaccurate representation or breach of any material warranty, agreement or covenant the Selling Parties know such statement to be untrue; 9.1.3 The failure of the Issuer contained hereinas a result of its acts or omissions to comply with any of the applicable provisions of the Securities Act, Rule 506 or the regulations thereunder, or any applicable state laws or regulations; 9.1.4 Any verbal or written representations made in connection with the Offering by the Issuer in violation of the Securities Act, or any other applicable federal or state securities laws and regulations; or 9.1.5 The breach by the Issuer of any term, condition, representation, warranty, obligation or covenant in this Agreement. 9.2 If any action is brought against any of the Selling Parties in respect of which indemnity may be sought hereunder, the Managing Broker-Dealer or the Selling Group Members, as the case may be, shall promptly notify the Issuer in writing of the institution of such action, and the Issuer shall assume the defense of such action; provided, however, that the failure to notify the Issuer will shall not be liable affect the provisions in this Section 9 except to the extent such failure to notify the Issuer has a material and adverse effect on the defense of such claims. The affected Selling Parties shall have the right to employ counsel in any such case case. The reasonable fees and expenses of such counsel shall be at the Issuer’s expense and authorized in writing by the Issuer. 9.3 The Issuer agrees to promptly notify the Managing Broker-Dealer of the commencement of any litigation or proceedings against the Issuer or any of its managers, members, partners, officers, directors, employees, agents, attorneys, accountants and affiliates in connection with the Offering. 9.4 The indemnity provided to the Managing Broker-Dealer pursuant to this Section 9 shall not apply to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by an based upon: 9.4.1 any untrue statement or alleged untrue statement of material fact made by the Managing Broker-Dealer or any agent of the Managing Broker-Dealer, or any omission or alleged omission (1) of a material fact required to be disclosed by the Managing Broker-Dealer or any agent of the Managing Broker-Dealer made in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing the Managing Broker-Dealer specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to of the prospectus Memorandum (or any amendment or supplement thereto) delivered or any sales literature; 9.4.2 the failure to qualify the offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Managing Broker-Dealer; 9.4.3 the offer or sale by the Managing Broker-Dealer of a Security to a retail customer of the Managing Broker-Dealer who fails to meet the standards regarding suitability under any applicable federal, state, or FINRA laws, rules, and regulations; or 9.4.4 the breach by the Managing Broker-Dealer of any term, condition, representation, warranty, obligation or covenant in this Agreement. 9.5 The indemnity provided to the Holder on a timely basis Selling Group Member pursuant to permit proper delivery thereof prior this Section 9 shall not apply to the date on which extent that any Registrable Loss arises out of or is based upon: 9.5.1 any untrue statement or alleged untrue statement of material fact made by the Selling Group Member or any agent of the Selling Group Member, or any omission or alleged omission of a material fact required to be disclosed by the Selling Group Member or any agent of the Selling Group Member; 9.5.2 the failure to qualify the offer and sale of Securities were transferred for an exemption from registration under the Securities Act and applicable state securities laws, rules or soldregulations caused by an action or omission of the Selling Group Member; 9.5.3 the offer or sale by the Selling Group Member of a Security to a person who fails to meet the standards regarding suitability under any applicable federal, state, or FINRA laws, rules, and regulations; or 9.5.4 the breach by the Selling Group Member of any term, condition, representation, warranty, obligation or covenant under its Soliciting Dealer Agreement with the Managing Broker-Dealer relating to the Offering.

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 8.1 Subject to the conditions set forth below, the Issuer, with respect to the Offering, 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 Managing Broker Dealer, the Securities Act) for such HolderSelling Group Members, Registered Investment Advisers, 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 owners, managers, members, partners, directors, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder officers (each, a the “Holder Indemnified PartySelling Parties”), from and against, and will reimburse each such Holder Indemnified Party with respect to, against any and all claimsloss, actionsliability, demandsclaim, losses, damages, liabilities, costs damage 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 expense (“Loss”) arising out of or are based upon (iA) any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, the Memorandum (as amended and supplemented from time to time) or in any prospectus contained therein application or other document filed in any amendment or supplement theretojurisdiction in order to qualify the Securities under, or arise out exempt the Offering from, the registration or qualification requirements of the securities laws thereof (each a “Securities Filing”) or are based upon (B) the omission or alleged omission from the Memorandum (as amended and supplemented from time to state therein time) or a Securities Filing of a material fact required to be stated therein or necessary to make the statements statement therein not misleading, or (ii) ; 8.2 If any materially inaccurate representation or breach of action is brought against any material warranty, agreement or covenant of the Selling Parties in respect of which indemnity may be sought hereunder, such Selling Party shall promptly notify the party or parties against whom indemnification is to be sought in writing of the institution of such action, and the Issuer contained hereinshall assume the defense of such action; provided, however, that the failure to notify the Issuer will shall not be liable affect the provisions in this Section 8 except to the extent such failure to notify the Issuer has a material and adverse effect on the defense of such claims. The affected Selling Parties shall have the right to employ counsel in any such case case. The reasonable fees and expenses of such counsel shall be at the Issuer’s expense and authorized in writing by the Issuer. 8.3 The Issuer agrees to promptly notify the Managing Broker Dealer of the commencement of any litigation or proceedings against the Issuer or any of its respective officers, directors, members, managers, partners, employees, attorneys, accountants or agents in connection with an Offering or in connection with the Memorandum. 8.4 The indemnity provided to the Managing Broker Dealer pursuant to this Section 8 shall not apply to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by an based upon (i) 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 such Holder in writing the Managing Broker Dealer specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to of the prospectus Memorandum (or any amendment or supplement thereto) delivered or a Securities Filing, (ii) the failure to qualify the offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Managing Broker Dealer, or (iii) the breach by the Managing Broker Dealer of its representations, warranties or obligations hereunder. 8.5 The indemnity provided to the Holder on a timely basis Selling Group Member and Registered Investment Advisers pursuant to permit proper delivery thereof prior this Section 8 shall not apply to the date on which extent that any Registrable Loss arises out of or is based upon (i) any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuer by the Selling Group Member or Registered Investment Adviser specifically for use in the preparation of the Memorandum (or any amendment or supplement thereto) or a Securities were transferred Filing, (ii) the failure to qualify the offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or soldregulations caused by an action or omission of the Selling Group Member or Registered Investment Adviser, (iii) the offer or sale by the Selling Group Member or Registered Investment Adviser to a person who fails to meet the standards regarding suitability under any applicable federal, state, or FINRA laws, rules, and regulations, (iv) the breach by the Selling Group Member of its representations, warranties, or obligations under its Soliciting Dealer Agreement with the Managing Broker Dealer relating to the Offering, or (v) the breach by the Registered Investment Adviser of its representations, warranties, or obligations under its RIA Introduction Agreement.

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 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 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 PURCHASER and each such person for any legal or (ii) other expenses reasonably incurred by PURCHASER 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 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 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 and any person agents, and each 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 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 Conversion 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 based upon information furnished in writing to the Issuer contained hereinby the Holder or on the 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 the Holder from whom the person asserting any such case to the extent that any such loss, claim, actiondamage or liability purchased the Conversion Shares if (i) it is determined that it was the responsibility of the Holder to provide such person with a current copy of the prospectus, demand(ii) the 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 Conversion Shares, 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 their officers and directors and each person who controls such Holder in writing specifically for use in underwriters on substantially the preparation thereof, or (2) which was cured in an amendment or supplement to same basis as that of 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 soldprovided in this Section 6.02.

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 Without limiting any other rights which any of the Indemnified Parties may have hereunder or under applicable law, but without duplication, the Issuer will hereby agrees to indemnify each of the Indemnified Parties from and hold harmless each Holder against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements, awarded against or incurred by any Indemnified Party (A) as are specified in Section 11.04(b) or in the Supplement, and subject to the limitations set forth herein and therein, or (B) relating to or resulting from or in connection with the transactions contemplated herein and the Operative Documents, including, without limitation, any of Registrable Securities the following (all of the foregoing being called the “Issuer Indemnified Losses”), other than any such Issuer Indemnified Loss (x) constituting recourse for Receivables which are included in a registration statement pursuant uncollectible for credit reasons or (y) which arise solely from the gross negligence or willful misconduct of the affected Indemnified Party: (i) the pledge by the Issuer to the provisions Trustee of Section 7 hereof and any underwriter Series Receivable which was not at the time of such transfer an Eligible Receivable; (ii) reliance on any representation or warranty made in writing by the Issuer or the Seller (or any of their respective officers) under or in connection with this Agreement, the Supplement, any “Issuer Transfer Report” (as defined in the Securities ActIssuer Purchase Agreement) for or any Monthly Report, or reliance on any other information or report delivered by the Issuer or by the Master Servicer with respect to the Issuer (to the extent based on information provided by the Issuer) pursuant hereto, which shall have been false, incorrect or materially misleading in any respect when made; it being agreed that the incorrectness of any such Holderrepresentation or warranty or the determination that any such representation or warranty was materially misleading, and any person who controls such Holder within the meaning of either Section 15 indemnification obligations 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 Issuer pursuant 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 this clause (ii) resulting therefrom, shall in each case, be determined without giving effect to any materially inaccurate representation limitation on the “knowledge,” “best of knowledge” or breach of any material warranty, agreement or covenant other similar limitation on the knowledge of the Issuer contained hereinin any such representation or warranty; (iii) the failure by the Issuer to comply with (x) any term, provision or covenant contained in this Agreement, the Supplement, any of the other Operative Documents or any agreement executed in connection with any of the foregoing or (y) any applicable Requirements of Law with respect to any Receivable, the related Settlement Purchase Agreement, Annuity Purchase Agreement or the Related Property, or the nonconformity of any Series Receivable, the related Settlement Purchase Agreement, Annuity Purchase Agreement or the Related Property relating thereto with any such applicable Requirements of Law; (iv) the failure to vest and maintain vested in the Trustee, or to transfer to the Trustee, a first priority perfected ownership or security interest in, the Series Receivables and the associated Related Property, free and clear of any Lien (other than Permitted Liens); (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Series Receivables and the associated Related Security, whether at the time of the transfer thereof to the Issuer or otherwise; (vi) the failure by the Issuer to be duly qualified to do business, to be in good standing or to have filed appropriate fictitious or assumed name registration documents in any jurisdiction in which such failure has, or could be reasonably expected to have, a Material Adverse Effect; (vii) the failure of the Issuer to pay when due any sales taxes or other governmental fees or charges imposed in connection with the purchase of any Series Receivables by it pursuant to the Issuer Purchase Agreement; (viii) the failure of the Issuer or any of its agents, employees or representatives to remit any Collections or other amounts received by it in respect of the Series in accordance with the terms of this Agreement and the Supplement; (ix) any Issuer Indemnified Loss resulting from an assignment by a Claimant, the Seller or the Issuer of the rights to Scheduled Payments (or any portion thereof) under a Settlement Purchase Agreement in contravention of an anti-assignment provision in such Settlement Agreement or any federal or state statute, regulation or judicial precedent that prohibits the transfer of the rights to such Scheduled Payments (or any portion thereof) if such anti-assignment provision nullifies or otherwise invalidates the assignment; provided, however, that no amount shall be paid in satisfaction of such an Issuer Indemnified Loss until a court with appropriate jurisdiction has issued a final non-appealable order holding that such anti-assignment clause is valid; (x) any Issuer Indemnified Loss arising in connection with a Series Receivable, the Issuer will underlying Settlement Agreement related to which was not be liable in any such case the subject of a Qualified Assignment, to the extent that such Issuer Indemnified Loss would not have been incurred had such Settlement Agreement been the subject of a Qualified Assignment (without regard to whether there may have been a different Annuity Provider had there been a Qualified Assignment and disregarding any such claim, action, demand, loss, damage, liability, cost rights against any Person which would have been an Assignee had there been a Qualified Assignment); and (xi) any Issuer Indemnified Loss of the Trustee or expense is caused Collateral Trustee 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 reason of its participation in the preparation thereoftransactions contemplated hereby, other than those arising from its own gross negligence or (2) which was cured in an amendment or supplement willful misconduct. Subject to Section 13.18, any Issuer Indemnified Losses payable by the Issuer under this Section 7.03 shall be paid by the Issuer to the prospectus requesting Indemnified Party within five (5) Business Days following such Indemnified Party’s written demand therefor, setting forth in reasonable detail the basis for such demand. The agreements of the Issuer contained in this Section 7.03 shall survive the Maturity Date of the Series and the termination of the Supplement. In addition, in no event shall Issuer Indemnified Losses include any consequential, special or any amendment or supplement thereto) delivered to punitive damages. The provisions of this Section 7.03 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 soldtermination of this Agreement.

Indemnification by the Issuer. The In the event of a Registration Statement, 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 Notice Holder, and any its Affiliates, 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 Affiliates within the meaning of the Securities ActAct or Exchange Act and their respective officers, directors, employees, representatives and agents (collectively referred to for purposes of this Section 6 as a "Indemnified Holder") from and against any officerloss, directorclaim, investment adviserdamage or liability, employeejoint or several, agentor any action in respect thereof (including, partnerwithout limitation, member any loss, claim, damage, liability or affiliate action relating to purchases and sales of such Holder (each, a “Holder Indemnified Party”Registrable Securities), 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 that Indemnified Holder or any such Holder Indemnified Party may become subject subject, whether commenced or threatened, under the Securities Act Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such claimsloss, actionsclaim, demandsdamage, lossesliability or action arises out of, damagesor is based upon, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement, any prospectus contained therein Registration Statement or any amendment or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Indemnified Holder promptly upon demand for any legal or (ii) other expenses reasonably incurred by that Indemnified Holder in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any materially inaccurate representation such loss, claim, damage, liability or breach of any material warranty, agreement or covenant of the Issuer contained hereinaction as such expenses are incurred; 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, liabilityliability or action arises out of, cost or expense is caused by based upon, an untrue statement or alleged untrue statement in or omission or alleged omission (1) made from any of such documents in reliance upon and in conformity with any information included in any Registration Statement in reliance upon or in conformity with written information furnished to the Issuer by such or on behalf of any Holder in writing specifically for use therein; and provided further, however, that with respect to any such untrue statement in or omission from any related preliminary prospectus (as amended or supplemented) or, if amended or supplemented, any related final prospectus (excluding the correcting amendment or supplement), the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any such Indemnified Holder from whom the person asserting any such loss, claim, damage, liability or action received Registrable Securities to the extent that such loss, claim, damage, liability or action of or with respect to such Indemnified Holder results from the fact that both (A) a copy of the final prospectus (together with any correcting amendments or supplements) was not sent or given to such person at or prior to the written confirmation of the sale of such Registrable Securities to such person and (B) the untrue statement in or omission from any related preliminary prospectus (as amended or supplemented) or, if amended or supplemented, any related final prospectus (excluding the correcting amendment or supplement) was corrected in the preparation thereoffinal prospectus or, or (2) which was cured in if applicable, an amendment or supplement to thereto and the final prospectus (as amended or supplemented) does not contain any amendment other untrue statement or supplement theretoomission or alleged untrue statement or omission of a material fact unless, in either case, such failure to deliver the final prospectus was a result of non-compliance by the Issuer with Section 3(e) 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 sold3(f).

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 To the extent permitted by applicable law, 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 (in the case of any prospectus or preliminary prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as such losses, claims, damages, liabilities 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 expenses 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 or on behalf of any such Selling Holder expressly for use therein. The Issuer also agrees, to the extent permitted by applicable law, 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 this Section 3.6. Notwithstanding the foregoing, the Issuer shall not be required to indemnify and hold harmless any Selling Holder with respect to any losses, claims, damages, liabilities and expenses caused solely by such Holder in writing specifically for use in Holder's failure to comply with 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 soldpenultimate sentence of Section 3.4(e).

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(s), its directors, officers 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(s) within the meaning of either Section paragraph 15 of the Securities 1933 Act or Section 20 of the Exchange Act or (Purchaser(s) 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 Party”"Purchaser(s) 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 expenses (including reasonable attorneys' fees and expenses) actually incurred expenses to which by such Holder or any such Holder Indemnified Party may become subject Purchaser(s) Covered Person under the Securities Act 1933 Act, common law or otherwiseotherwise (collectively, insofar as "Damages"), to the extent that such claims, actions, demands, losses, damages, liabilities, costs Damages (or reasonably incurred expenses actions or proceedings in respect thereof) arise out of or are based upon result from (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statement, any prospectus contained therein securities were registered under the 1933 Act 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, or (ii) any materially inaccurate representation untrue statement or breach alleged untrue statement of a material fact contained in any preliminary Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Issuer shall have filed with the SEC any amendment thereof or supplement thereto), if used prior to the effective date of such Registration Statement, or contained in the Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Issuer shall have filed with the SEC any amendment thereof or supplement thereto), 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 any Purchaser(s) Covered Person in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost Damage (or expense is caused by an action or proceeding in respect thereof) arises out of or relates to any untrue statement or alleged untrue statement or omission or alleged omission (1) made in such Registration Statement or amendment thereof or supplement thereto or in any such preliminary, final or summary Prospectus in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of any such Holder in writing Purchaser(s) 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 (a) Each Holder shall be indemnified and held harmless by 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, demandsLiabilities, losses, damages, liabilitiesclaims, costs and reasonably expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred expenses to which by such Holder (including, without limitation, any Action brought or any such Holder Indemnified Party may become subject under otherwise initiated by the Securities Act or otherwiseHolders' Representative on behalf of the Holders) (hereinafter, insofar as such claimsfor the purposes of this Section 8.03, actionsa "Loss"), demands, losses, damages, liabilities, costs or reasonably incurred expenses arise arising out of or are based upon resulting from: (i) any untrue statement or alleged untrue statement the breach of any material fact representation or warranty made by 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, or Acquisition Documents; or (ii) any materially inaccurate representation or the breach of any material warranty, covenant or agreement or covenant of by the Issuer contained hereinin the Acquisition Documents. To the extent that the Issuer's undertakings set forth in this Section 8.03 may be unenforceable, the Issuer shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by each such Holder. (b) any Holder otherwise than under this Article VIII. If the Issuer acknowledges in writing its obligation to indemnify the Holder against any Losses that may result from such Third Party Claim, then the Issuer shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if the Issuer gives notice of its intention to do so to the Holders' Representative within 10 Business Days of the receipt of such notice from the Holders' Representative; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Holders' Representative for the same counsel to represent both the Holder and the Issuer, then the Holder shall be entitled to retain its own counsel, in each jurisdiction for which the Holder reasonably determines counsel is required, at the expense of the Issuer will not be liable in any such case (it being understood that to the extent that any additional counsel is so required, the same such claimcounsel shall represent each Holder party to the Third Party Claim requiring additional counsel). In the event the Issuer exercises the right to undertake any such defense against any such Third Party Claim as provided above, actionthe Issuer shall keep the Holders' Representative reasonably informed on a periodic basis as to the status of the Third Party Claim and shall consult with the Holders' Representative on a periodic basis and the Holder shall cooperate with the Issuer in such defense and make available to the Issuer, demandat the Issuer's expense, lossall witnesses, damagepersonnel, liabilitypertinent records, cost documents, materials and information in the Holder's possession or expense under the Holder's control relating thereto as is caused reasonably required by an untrue statement the Issuer in connection with such Third Party Claim, subject always to keeping the same confidential other than as required in connection with the defense of the Third Party Claim or alleged untrue statement as required by law or omission legal process. Similarly, in the event the Holder is, directly or alleged omission (1) made in conformity indirectly, conducting the defense against any such Third Party Claim, the Holders' Representative shall keep the Issuer reasonably informed on a periodic basis as to the status of the Third Party Claim and shall consult with information furnished by such the Issuer on a periodic basis and the Issuer shall cooperate with the Holder in writing specifically for use such defense and make available to the Holder, at the Holder's expense, all witnesses, personnel, pertinent records, documents, materials and information in the preparation thereof, Issuer's possession or (2) which was cured in an amendment or supplement to under the prospectus (or any amendment or supplement thereto) delivered to Issuer's control relating thereto as is reasonably required by the Holder on a timely basis in connection with such Third Party Claim, subject always to permit proper delivery thereof keeping the same confidential other than as required in connection with the defense of the Third Party Claim or as required by law or legal process. No such Third Party Claim may be settled by the Issuer without the prior to written consent of the date on which any Registrable Securities were transferred Holder or soldthe Holders' Representative.

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 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 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 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 9.1 Subject to the conditions set forth below, the Issuer, with respect to the Offering, 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 Managing Broker-Dealer and any underwriter (as defined in the Securities Act) for such HolderSelling Group Members, and any person who controls such Holder within their respective owners, managers, members, trustees, partners, directors, officers, employees, agents, attorneys and accountants (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 PartySelling Parties”), from and against, and will reimburse each such Holder Indemnified Party with respect to, ) against any and all claimsloss, actionsliability, demandsclaim, losses, damages, liabilities, costs damage 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 expense whatsoever (“Loss”) arising out of or are based upon (i) any upon: 9.1.1 Any untrue statement or alleged untrue statement of any a material fact contained in the Memorandum or in any application or other document filed in any jurisdiction in order to qualify the Securities under or exempt the Offering of the Securities from the registration or qualification requirements of the securities laws thereof unless any of the Selling Parties know such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the statement to be untrue; 9.1.2 The omission or alleged omission to state therein from the Memorandum of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) misleading unless any materially inaccurate representation or breach of any material warranty, agreement or covenant the Selling Parties know such statement to be untrue; 9.1.3 The failure of the Issuer contained hereinas a result of its acts or omissions to comply with any of the applicable provisions of the Securities Act, Rule 506 or the regulations thereunder, or any applicable state laws or regulations; 9.1.4 Any verbal or written representations made in connection with the Offering by the Issuer in violation of the Securities Act, or any other applicable federal or state securities laws and regulations; or 9.1.5 The breach by the Issuer of any term, condition, representation, warranty or covenant in this Agreement. 9.2 If any action is brought against any of the Selling Parties in respect of which indemnity may be sought hereunder, the Managing Broker-Dealer or the Selling Group Members, as the case may be, shall promptly notify the Issuer in writing of the institution of such action, and the Issuer shall assume the defense of such action; provided, however, that the failure to notify the Issuer will shall not be liable affect the provisions in this Section 9 except to the extent such failure to notify the Issuer has a material and adverse effect on the defense of such claims. The affected Selling Parties shall have the right to employ counsel in any such case case. The reasonable fees and expenses of such counsel shall be at the Issuer’s expense and authorized in writing by the Issuer. 9.3 The Issuer agrees to promptly notify the Managing Broker-Dealer of the commencement of any litigation or proceedings against the Issuer or any of its managers, members, partners, officers, directors, employees, agents, attorneys, accountants and affiliates in connection with the Offering. 9.4 The indemnity provided to the Managing Broker-Dealer pursuant to this Section 9 shall not apply to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by an based upon: 9.4.1 any untrue statement or alleged untrue statement of material fact made by the Managing Broker-Dealer or any agent of the Managing Broker-Dealer, or any omission or alleged omission (1) of a material fact required to be disclosed by the Managing Broker-Dealer or any agent of the Managing Broker-Dealer made in reliance upon and in conformity with written information furnished to the Issuer by such Holder in writing the Managing Broker-Dealer specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to of the prospectus Memorandum (or any amendment or supplement thereto) delivered or any sales literature; 9.4.2 the failure to qualify the offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Managing Broker-Dealer; 9.4.3 the offer or sale by the Managing Broker-Dealer of a Security to a person who fails to meet the standards regarding suitability under any applicable federal, state, or FINRA laws, rules, and regulations; or 9.4.4 the breach by the Managing Broker-Dealer of its representations, warranties or obligations in this Agreement. 9.5 The indemnity provided to the Holder on a timely basis Selling Group Member pursuant to permit proper delivery thereof prior this Section 9 shall not apply to the date on which extent that any Registrable Loss arises out of or is based upon: 9.5.1 any untrue statement or alleged untrue statement of material fact made by the Selling Group Member or any agent of the Selling Group Member, or any omission or alleged omission of a material fact required to be disclosed by the Selling Group Member or any agent of the Selling Group Member; 9.5.2 the failure to qualify the offer and sale of Securities were transferred for an exemption from registration under the Securities Act and applicable state securities laws, rules or soldregulations caused by an action or omission of the Selling Group Member; 9.5.3 the offer or sale by the Selling Group Member of a Security to a person who fails to meet the standards regarding suitability under any applicable federal, state, or FINRA laws, rules, and regulations; or 9.5.4 the breach by the Selling Group Member of its representations, warranties, or obligations under its Soliciting Dealer Agreement with the Managing Broker-Dealer relating to the Offering.

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 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 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 3.06.

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 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 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 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 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 indemnify and hold harmless each Holder or Selling Stockholder of Registrable Securities which are included in Shares and/or Warrant Shares covered by a registration statement Registration Statement pursuant to the provisions of Section 7 hereof and Article 6 hereof, 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 promptly 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 a material fact contained in such registration statementRegistration 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 any Holder or Selling Stockholder, as applicable, 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 or Selling Stockholder, as applicable, 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 soldsold by such Holder or Selling Stockholder, as applicable.

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 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 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 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 professional 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 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 shareholder, member, limited or general partner thereof, each shareholder, member, limited or general partner of each such shareholder, 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, or (2) which was cured in an amendment or supplement the case of the Holders, shall mean the written information furnished to the prospectus (or Issuer by such Holder 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 amendment or supplement thereto) delivered Holder consists of the Holder’s legal name, address, and any other information relating to the Holder on set forth under the caption “Other Information Related to This Offering—Principal Stockholders” (or similarly titled sections) in the applicable Registration Statement or Prospectus) or (B) to the extent that any such Loss arises out of or is based upon an untrue statement or omission in a timely basis preliminary Prospectus relating to permit proper delivery thereof Registrable Securities, if a Prospectus (as then amended or supplemented) that would have cured the defect was furnished to the indemnified party from whom the Person asserting the claim giving rise to 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 agrees to 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 of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holdertheir 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 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, 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 or on behalf of such Holder in writing specifically Holder, underwriter or other Person selling under the applicable Registration Statement, expressly for use in the preparation thereof; and provided, further, that the Issuer will not be liable to any indemnified party in any case to the extent that any such Loss arises out of or (2) which was cured is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any final, preliminary or summary Prospectus if such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered such Prospectus which has been made available to the Holders and the relevant Holder on a timely basis fails to permit proper deliver such Prospectus as so amended or supplemented, if such delivery thereof is required under applicable law or the applicable rules of any securities exchange, prior to or concurrently with the date on which any sales of the Registrable Securities were transferred to the Person asserting such loss, claim, damage, liability or soldexpense. This indemnity shall be in addition to any liability Issuer may otherwise have.

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 Purchaser, the Collateral Agent (and any underwriter (as defined in the Securities Actsub-agent thereof) for such Holderand Xxxxxx Mac, and each Related Party of 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 foregoing Persons (each 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 Person being called an “Holder Indemnified PartyIndemnitee”), from and ) against, and will reimburse hold each such Holder Indemnified Party with respect toIndemnitee harmless from, any and all losses, claims, actions, demands, losses, damages, liabilitiesliabilities and related expenses (including the fees, costs charges and reasonably disbursements of any counsel for any Indemnitee) incurred expenses to which such Holder by any Indemnitee or asserted against any Indemnitee by any Person (including the Issuer or any affiliate of the Issuer and the expense of investigation) other than such Holder Indemnified Party may become subject under the Securities Act Indemnitee and its Related Parties arising out of, in connection with, or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out a result of or are based upon (i) the execution or delivery of this Agreement, any untrue statement other Bond Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the issuance of any Bond by Issuer or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged untrue statement presence or release of Hazardous Materials on or from any material fact contained in such registration statement, any prospectus contained therein property owned or operated by the Issuer or any amendment or supplement theretoof its affiliates, or arise out any Environmental Liability related in any way to the Issuer or any 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 misleadingits affiliates, or (iiiv) any materially inaccurate representation actual or breach of prospective claim, litigation, investigation or proceeding relating to any material warranty, agreement or covenant of the Issuer contained herein; providedforegoing, howeverwhether based on contract, that tort or any other theory, whether brought by a third party or by the Issuer will not or any of its affiliates, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be liable in any such case available to the extent that any such claimlosses, actionclaims, demanddamages, loss, damage, liability, cost liabilities or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission related expenses (x) result from a dispute solely between Indemnitees and not (1) made in conformity with information furnished involving any action or inaction by such Holder in writing specifically for use in the preparation thereof, Issuer or any of its affiliates or (2) which was cured relating to any action of such Indemnitee in an amendment its capacity as Collateral Agent, (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or supplement to willful misconduct of such Indemnitee or (z) result from a claim brought by the prospectus (Issuer or any amendment of its affiliates against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or supplement thereto) delivered to under any other Bond Document, if the Holder Issuer or such affiliate has obtained a final and nonappealable judgment in its favor on such claim as determined by a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldcourt of competent jurisdiction.

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 To the extent permitted by law, the Issuer will agrees to indemnify and hold harmless each Holder Noteholder who sells shares of Registrable Securities which are included Common in a registration statement registered offering pursuant to the provisions of Section 7 2 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”"Selling Stockholder"), 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 (including reasonable legal expenses) 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 statement or prospectus contained therein relating to the Registrable Common or in any amendment or supplement theretothereto or in any related preliminary prospectus, 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 losses, claims, damages, liabilities or (ii) expenses arise out of, or are based upon, any materially inaccurate representation such untrue statement or breach of any material warranty, agreement omission or covenant of allegation thereof based upon information furnished in writing to the Issuer contained herein; providedby such Selling Stockholder or on such Selling Stockholder's behalf expressly for use therein. In connection with an underwritten offering of shares of Registrable Common, however, that the Issuer will indemnify any underwriters of the Registrable Common, their partners, officers and directors and each person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) on substantially the same basis as that of the indemnification of the Selling Stockholders provided in this Section 11(a). Notwithstanding the foregoing, the Issuer indemnification obligations with respect to any preliminary prospectus shall not be liable in any such case inure to the extent that benefit of any such Selling Stockholder or underwriter with respect to any loss, claim, action, demand, loss, damage, liability, cost liability (or actions in respect thereof) or expense is caused by an arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission to state a material fact in such preliminary prospectus, in any case where (1i) made in conformity with information furnished by such Holder in writing specifically for use in a copy of the preparation thereof, prospectus used to confirm sales of shares of Registrable Common was not sent or (2) which was cured in an amendment or supplement given to the prospectus (person asserting such loss, claim, damage, liability or any amendment expense at 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 written confirmation of the sale to such person, and (ii) such untrue statement or soldalleged untrue statement or omission or alleged omission was corrected in such prospectus.

Indemnification by the Issuer. The Issuer will indemnify and hold harmless agrees to indemnify, to the full extent permitted by law, each 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 Holder, agents 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), and any officerinvestment advisor thereof or agent therefor, directoragainst all losses, 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, liabilitiesliabilities and expenses (collectively, 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"Damages") caused by any untrue statement or alleged untrue statement of any a material fact contained in such any registration statement, any prospectus contained therein 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 made therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or (ii) contained in any materially inaccurate representation information with respect to such Holder furnished in writing to the Issuer by such Holder expressly for use therein or breach of any material warranty, agreement or covenant by such Holder's failure to deliver a copy of the Issuer contained herein; provided, however, that registration statement or prospectus or any amendments or supplements thereto after the Issuer has furnished or made available to such Holder a sufficient number of copies of the same. The Issuer will not be liable in also indemnify any underwriters of the Warrants and Registrable Securities, their officers and directors and each Person who controls such case underwriters (within the meaning of the Securities Act) to the same extent that as provided above with respect to the indemnification of the Holders of Warrants and Registrable Securities. The Issuer's indemnity set forth in the preceding sentences of this section 7.5 (a) is subject to the condition that, insofar as such indemnity relates to 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 any statement or omission (1) made in conformity with information furnished a preliminary prospectus but eliminated or remedied in a final prospectus, it shall not inure to the benefit of any selling Holder, its officers, directors and agents or any Person who controls such Holder, if a copy of the final prospectus was not delivered by the selling Holder to a Person purchasing from such Holder in writing specifically for use in and asserting the preparation thereof, claim at 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 time required by the Securities Act, sufficient copies of such final prospectus were transferred furnished or soldmade available to such Holder and the delivery thereof to such Person would have constituted a defense to the claim asserted by such Person.

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 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 reasonable attorneys' fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred expenses to which such Holder in connection with investigating, preparing, pursuing or defending against any such Holder Indemnified Party may become subject under of the Securities Act or otherwiseforegoing) (collectively, "Losses"), as incurred, 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 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 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 herein(or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that the Issuer will not be liable in to any such case Indemnified Party (as defined below) 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 Prospectus or any amendment or supplement thereto if (i) the 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 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 Prospectus (as amended or supplemented) was a result of noncompliance by the Issuer with Section 6 of this Agreement. The Issuer also agrees to 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 harmless, to the provisions full extent permitted by law, each Investor, each member, limited or general partner thereof, each member, limited or general partner of Section 7 hereof and any underwriter (as defined in the Securities Act) for each such Holdermember, 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 an untrue statement or alleged untrue statement based upon a material misstatement or omission or an alleged material misstatement or 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 a material misstatement or omission or an alleged material misstatement 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 Investor or any indemnified party and shall survive the transfer of such securities by such Investor. 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 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.

Indemnification by the Issuer. The 10.1 Subject to the conditions set forth below, the Issuer will agrees to indemnify and hold harmless the Adviser 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 within the meaning of the Securities ActAdviser, 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, losses, damages, liabilities, costs damage and reasonably incurred expenses expense whatsoever but limited 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 actual losses and specifically excluding lost profits and consequential damages (“Loss”) arising out of or are based upon (i) any upon: 10.1.1 Any untrue statement or alleged untrue statement of any a material fact contained in such the Offering Statement (as from time to time it is amended and supplemented), or in any application or other document filed in any jurisdiction in order to qualify the Securities under or exempt the Offering of the Securities from the registration statementor qualification requirements of the securities laws thereof unless the Adviser, any prospectus contained therein or any amendment or supplement theretoperson who controls the Adviser, or arise out of or are based upon the knows such statement to be untrue; 10.1.2 The omission or alleged omission from the Offering Statement (as from time to state therein time it is amended and supplemented) of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading unless known to the Adviser; 10.1.3 The failure of the Issuer to comply with any of the applicable provisions of the Securities Act, the Exchange Act, Regulation A or the regulations thereunder, or any applicable state laws or regulations; 10.1.4 Any unauthorized verbal or written representations in connection with the Offering made by the Issuer or its agents (ii) other than by the Adviser or its employees or affiliates), employees or affiliates in violation of the Securities Act, or any materially inaccurate representation other applicable federal or state securities laws and regulations; or 10.1.5 The breach by the Issuer of any material warrantyterm, agreement condition, representation, warranty or covenant of this Agreement. 10.2 If any action is brought against the Adviser in respect of which indemnity may be sought hereunder, the Adviser shall promptly notify the party or parties against whom indemnification is to be sought in writing of the institution of such action, and the Issuer contained herein; provided, however, that shall assume the defense of such action. 10.3 The Issuer agrees to promptly notify the Adviser of the commencement of any litigation or proceedings against the Issuer will or any of its respective officers, directors, members, managers or agents in connection with the issuance and sale of the Securities or in connection with the Offering Statement. 10.4 The indemnity provided to the Adviser pursuant to this Section 10 shall not be liable in any such case apply to the extent that any such claim, action, demand, loss, damage, liability, cost Loss arises out of or expense is caused by an based upon any untrue statement or alleged untrue statement of material fact made by the Adviser or any agent of the Adviser, or any omission or alleged omission (1) made in conformity with information furnished of a material fact required to be disclosed 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 (Adviser or any amendment or supplement thereto) delivered to agent of the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or soldAdviser.