Common use of Indemnification of Holder Clause in Contracts

Indemnification of Holder. Subject to the provisions of this Section 12, the Borrower will indemnify and hold the Holder harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that Holder may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Borrower in this Note. If any action shall be brought against Holder in respect of which indemnity may be sought pursuant to this Note, Holder shall promptly notify the Borrower in writing, and the Borrower shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Holder. Holder shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of Holder except to the extent that (i) the employment thereof has been specifically authorized by the Borrower in writing, (ii) the Borrower has failed after a reasonable period of time (not less than 30 calendar days) to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Borrower and the position of Holder, in which case the Borrower shall be responsible for the reasonable fees and expenses of no more than one such separate counsel for all of the Holder. The Borrower will not be liable to Holder under this Note for any settlement by Holder effected without the Borrower’s prior written consent, which shall not be unreasonably withheld or delayed. [Signature Page to15% Senior Secured Convertible Note Follows] [Signature Page to15% Senior Secured Convertible Note]