Common use of Indemnification of Holders Clause in Contracts

Indemnification of Holders. The Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holder, or any of its Affiliates, by any shareholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents.

Indemnification of Holders. The Subject to the conditions set forth below, in connection with any registration of securities pursuant to Sections 12.1 or 12.2 hereof, the Company will agrees to indemnify and hold harmless each Holder and its directorseach person, managersif any, who controls the Holder (and the respective officers, shareholders, members, partners, employees directors and agents of Holders), within the meaning of Section 15 of the Securities Act, as follows: (each, a “Holder Party”a) harmless from Against any and all lossesloss, liabilitiesclaim, obligationsdamage and expense whatsoever arising out or based upon (including, claimsbut not limited to, contingenciesany and all expense whatsoever reasonably incurred in investigating, damagespreparing or defending any litigation, costs commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the final prospectus (as from time to time amended and expensessupplemented if the Company shall have filed with the SEC any amendment thereof or amendment thereto) if used within the period during which the Company is required to keep the registration statement or prospectus current, including all judgmentsor in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Company's securities under the securities laws thereof; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, amounts paid in settlementslight of the circumstances under which they were made, court costs and reasonable attorneys’ fees and costs not misleading; or any other violation of investigation that any such Holder Party may suffer applicable federal or incur as a result of state statutory or regulatory requirements or limitations relating to (a) any breach of any of the representations, warranties, covenants action or agreements made inaction by the Company in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this Agreement Section 12.6(a) shall not apply to any loss, claim, damage, liability or by action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to the Company by or any Company Subsidiary on behalf of the Holder expressly for use in the other Transaction Documents or connection therewith; (b) Subject to the proviso contained in the last sentence of Section 12.6(a) above, against any action instituted against a Holderand all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any of its Affiliatesclaim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission (including, by but not limited to, any shareholder and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of the Company who and no indemnity shall inure to the benefit of the Holder or any controlling person thereof if the person asserting the claim failed to receive a copy of the final prospectus at or prior to the written confirmation of the sale of shares of Common Stock to such person if the untrue statement or omission had been corrected in such final prospectus and the failure to receive such final prospectus is not an Affiliate a necessary element of such Holder, person's claim; (c) In no case shall the Company be liable under this indemnity agreement with respect to any of claim made against the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or any such Affiliate of state controlling person (or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraudits respective officers, gross negligence, willful misconduct or malfeasance). If any action directors and agents) unless the Company shall be brought notified, by letter or by telegram confirmed by letter, of any claim made or action commenced against such persons, reasonably promptly (but in any Holder Party event within twenty (20) days of receipt of such claim or, in respect the event that any summons or other service of which indemnity may be sought pursuant process requires a responsive pleading within thirty (30) days or less time, within ten (10) days after receipt of such summons or other process) after such person shall have received notice of such claim or been served with the summons or other legal process giving information as to this Agreementthe nature and basis of the claim, such Holder Party shall promptly but failure to so notify the Company shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The Company shall be entitled to participate at its own expense in writingthe defense of any suit brought to enforce any such claim, and but if the Company elects to assume the defense, such defense shall have be conducted by counsel chosen by it, provided that such counsel is reasonably satisfactory to the right Holder. In the event the Company elects to assume the defense thereof with counsel of its own choosing. Any Holder Party shall have the right to employ separate counsel in any such action suit and participate in retain such counsel, the defense thereofHolder shall, but after the date the Holder is notified of such election, bear the fees and expenses of such any counsel shall be at the expense of such Holder Party except to the extent that (i) the employment thereof has been specifically authorized thereafter retained by the Holder as well as any other expenses thereafter incurred by the Holder in connection with the defense thereof; provided, however, that the Company in writing, (ii) shall bear the fees and expenses of any such separate counsel retained by the Holder if the counsel representing the Company has failed after a reasonable period conflict of time following interest (which is not waived) with the Holder which would prohibit such Holder Party’s written request that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in from representing the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction DocumentsHolder.

Indemnification of Holders. The In the event that the Company will registers any of the Registrable Securities under the Securities Act, the Company will, to the extent permitted by law, indemnify and hold harmless each Holder Holder, its legal counsel and its directorsindependent accountants, managers, and each of their officers, shareholders, members, directors and partners, employees and agents each underwriter of the Registrable Securities so registered (eachincluding any broker or dealer through whom such shares may be sold) and each person, a “if any, who controls such Holder Party”) harmless or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, liabilitiesclaims, obligationsdamages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Holder Party may suffer liabilities or incur as a result actions arise out of or relating to are based upon (ai) any breach untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the representations, warranties, covenants omission or agreements made alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; or (iii) any violation by the Company of the Securities Act, the Exchange Act, a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Agreement Section 2.5(a) will not apply where such untrue statement or by omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holder, or any of its Affiliates, by any shareholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations connection therewith by such Holder of Registrable Securities, any such underwriter or any such Affiliate controlling person expressly for use therein. Promptly after receipt by any Holder of state or federal securities laws Registrable Securities, any underwriter or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If controlling person of notice of the commencement of any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreementagainst the Company, such Holder Party shall promptly of Registrable Securities, or such underwriter or such controlling person, as the case may be, will notify the Company in writingwriting of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder of Registrable Securities, such underwriter or such controlling person, as the case may be), and the Company payment of expenses insofar as such action shall have relate to any alleged liability in respect of which indemnity may be sought against the right to assume the defense thereof with counsel Company. Such Holder of its own choosing. Any Holder Party Registrable Securities, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereofthereof in the event the representation of such Holder, but underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such counsel shall be at the expense of such Holder Party except to the extent that one (i1) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will shall not be liable to indemnify any Holder Party person under this Agreement (iSection 2.5(a) for any settlement by a Holder Party of any such action effected without the Company’s prior written consent, consent (which consent shall not be unreasonably withheld withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.5(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or delayed; enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or (ii) plaintiff to the extent, but only to the extent, that parties being so indemnified of a loss, claim, damage or release from all liability is attributable in respect to such Holder Party’s wrongful actions claim or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documentslitigation.

Indemnification of Holders. The obligations of the Company under this Section 6 shall be subject to applicable Norwegian Governmental Requirements and may not be enforceable under some or all instances. The Company will shall indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by any of the Company or any Company Subsidiary in the other Transaction Documents Documents, or (b) any action instituted against a Holder, or any of its Affiliates, by any shareholder or creditor of the Company who is not an Affiliate or any of such Holder, the Company Subsidiaries with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon Documents. With respect to legal expenses and other out-of-pocket expenses that a breach of such Holder’s representationHolder Party may reasonably incur in connection with investigating or defending an action, warranties claim, loss or covenants under other matter covered hereunder, the Transaction Documents or any agreements or understandings Company shall reimburse such Holder may have with any Party for such shareholder or any violations expenses promptly upon request by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance)Party. If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will shall not be liable to any Holder Party under this Agreement Section 6 (i1) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii2) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in any of the other Transaction Documents.

Indemnification of Holders. The Company will If Retalix registers any of the Registrable Shares under the Securities Act pursuant to this Agreement, Retalix shall indemnify and hold harmless each Holder and its each underwriter of the Registrable Shares (including their officers, directors, managersaffiliates and partners) so registered (including any broker or dealer through whom such shares may be sold) and each Person, officersif any, shareholders, members, partners, employees who controls a Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and agents (each, a “Holder Party”) harmless from against any and all losses, claims, damages, expenses or liabilities, obligationsjoint or several, to which they or any of them become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, shall reimburse each Holder, each such underwriter and each such controlling Person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, contingencies, damages, costs and expenses, including all judgmentsliabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement, amounts paid in settlementsany preliminary or amended preliminary prospectus or in the final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by Retalix) 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 in order to make the statements therein in light of the circumstances under which they were made not misleading, court costs or any violation by Retalix of any rule or regulation promulgated under the Securities Act or any state securities law applicable to Retalix and reasonable attorneys’ fees relating to action or inaction required of Retalix in connection with such registration, unless (i) such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or amended preliminary prospectus or final prospectus in reliance upon and costs of investigation that in conformity with information furnished to Retalix in writing in connection therewith by any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holder, or any case of its Affiliates, by any shareholder of the Company who is not an Affiliate indemnification of such Holder), with respect to any such underwriter (in the case of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach indemnification of such Holder’s representation, warranties or covenants under the Transaction Documents underwriter) or any agreements such controlling Person (in the case of indemnification of such controlling Person) expressly for use therein; (ii) such untrue statement or understandings such Holder may have with any such shareholder alleged untrue statement or any violations by omission or alleged omission was corrected in a final or amended prospectus copies of which were delivered to such Holder or any such Affiliate of state or federal securities laws or any conduct by underwriter on a timely basis, and such Holder or such underwriter failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the Person asserting any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability in any case where such delivery is attributable to such Holder Party’s wrongful actions required by the Securities Act; or omissions, or gross negligence or to such Holder Party’s breach of any (iii) the sale of the representationsRegistrable Shares to the Person asserting any such loss, warrantiesclaim, covenants damage or agreements made by such Holder Party liability occurred after Retalix gave notice to the Holders of suspension of the use of the Resale Prospectus in this Agreement or in the other Transaction Documentsaccordance with Section 2.1(b) hereof.

Indemnification of Holders. The Subject to the provisions of this Section 4.9, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any material breach of any of the material representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holder, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representationrepresentations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder stockholder or any violations by such the Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel for each class of Holder Parties with substantially identical interests in all pending issues. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents.

Indemnification of Holders. The Company will and each Guarantor, jointly and severally, shall indemnify and hold harmless each Holder and its (including, without limitation, any such Initial Purchaser or Exchanging Dealer), their respective directors, managers, officers, shareholders, members, partners, employees representatives and agents (eachand each person, a “Holder Party”) harmless from any and all lossesif any, 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 any who controls such Holder Party may suffer or incur within the meaning of Section 15 of the Securities Act (collectively referred to for the purposes of this Section 6 as a result of Holder) against any loss, claim, damage or relating to (a) any breach of any of the representationsliability, warranties, covenants joint or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderseveral, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of its AffiliatesSecurities or Exchange Securities), to which that Holder may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any preliminary or final prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any such Registration Statement or any preliminary or final prospectus forming part thereof or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Holder for any legal or other expenses reasonably incurred by that Holder in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any shareholder of such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company who is not an Affiliate of such Holder, foregoing indemnification agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder from whom the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with person asserting any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable purchased Securities or Exchange Securities, if (i) a copy of the preliminary prospectus (as then amended or supplemented) was delivered to such Holder Party’s wrongful actions person at or omissions, prior to the written confirmation of the sale of Securities or gross negligence or Exchange Securities to such Holder Party’s breach of any person, (ii) a copy of the representations, warranties, covenants final prospectus (as then amended or agreements made supplemented) was not sent or given to such person by or on behalf of such Holder Party and (iii) the final prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability; and further provided, however, that the Company and the Guarantors shall not be liable in this Agreement any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in the other Transaction Documentsor omission or alleged omission from any preliminary prospectus or Registration Statement or any such amendment or supplement in reliance upon and in conformity with any Holders' Information.

Indemnification of Holders. The Company will shall indemnify and hold harmless each Holder (including the Initial Purchaser) and its directorseach person, managersif any, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any who controls such Holder Party may suffer or incur within the meaning of the Securities Act (collectively referred to for the purposes of this Section 7 as a result of or relating to (a"Holder") any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holder, or any of its Affiliates, by any shareholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability, joint or several, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of Registrable Securities), to which that Holder may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of or is attributable based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Registration Statement or any Prospectus or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and shall reimburse each Holder for any legal or other expenses reasonably incurred by that Holder in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus or Registration Statement or any such amendment or supplement in reliance upon and in conformity with any information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information") or as a result of any matter constituting a breach of the covenants of such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documentsunder Section 4(h)(ii).

Indemnification of Holders. The Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holder, or any of its Affiliates, by any shareholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents.

Indemnification of Holders. The Company will shall indemnify and hold harmless each Holder (including the Initial Purchaser) and its directorseach person, managersif any, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any who controls such Holder Party may suffer or incur within the meaning of the Securities Act (collectively referred to for the purposes of this Section 7 as a result of Holder) against any loss, claim, damage or relating to (a) any breach of any of the representationsliability, warranties, covenants joint or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderseveral, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of its AffiliatesRegistrable Securities), to which that Holder may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Registration Statement or any Prospectus or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Holder for any legal or other expenses reasonably incurred by that Holder in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any shareholder of such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company who is not an Affiliate of such Holder, foregoing indemnification agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder from whom the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with person asserting any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable purchased Securities, if (i) a copy of the preliminary prospectus (as then amended or supplemented) was required by law to be delivered to such Holder Party’s wrongful actions person at or omissions, or gross negligence or prior to the written confirmation of the sale of Securities to such person, (ii) a copy of the final prospectus (as then amended or supplemented) was not sent or given to such person by or on behalf of such Holder Party’s breach and (iii) the final prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability; and further provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus or Registration Statement or any such amendment or supplement in reliance upon and in conformity with any information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any of Holder specifically for use therein (the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents“Holders’ Information”).

Indemnification of Holders. The Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such shareholder or any violations by such Holder or any such Affiliate stockholder outside of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasancethe Transaction Documents). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (iy) for any settlement by a an Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants covenants, securities law violations, fraud, or agreements made by such Holder Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. The Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such HolderHolder Party’s representationrepresentations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate Party of state or federal securities laws or any conduct by such Holder or any such Affiliate Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (iy) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. (a) The Company will hereby agrees to indemnify and hold each harmless the Holder of this Note and its directors, managersrespective shareholders and managers (including any administrative agent or sub-agent) and each of its respective Affiliates, officers, shareholdersdirectors, membersemployees, partnersagents, employees successors and agents assigns but excluding the Person serving as a Manager pursuant to Section 3.08 hereof to the extent such Person is indemnified by the Company pursuant to the LLC Agreement (eacheach an "Indemnitee"), a “Holder Party”) harmless from any for and against all losses, liabilities, obligations, claims, contingencieslosses, damages, costs costs, expenses, awards, judgments and penalties (including, without limitation, attorneys' fees and expenses) (hereinafter, a "Loss") arising out of, resulting from or with respect to, directly or indirectly, the conduct of the business or affairs of the Company, including all judgmentswithout limitation, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any the operation of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or Business. (b) An Indemnitee shall give the Company notice of any action instituted against matter that an Indemnitee has determined has given or could give rise to a Holderright of indemnification under this Note (a "Claim Notice"), or within 25 days after such determination, stating the amount of the Loss, if known, and method of computation thereof. The obligations and liabilities of the Company under this Article VII with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Article VII ("Third Party Claims") shall be governed by the following additional terms and conditions: if an Indemnitee shall receive notice of any Third Party Claim, the Indemnitee shall give the Company notice of such Third Party Claim within 25 days after the receipt by the Indemnitee of such notice; provided, however, that the failure to provide such notice shall not release the Company from any of its Affiliates, by any shareholder of obligations under this Article VII and shall not relieve the Company who is not an Affiliate of such Holder, with respect from any other obligation or liability that it may have to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants Indemnitee otherwise than under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance)this Article VII. If any action shall be brought the Company acknowledges in writing its obligation to indemnify the Indemnitee hereunder against any Holder Losses that may result from such Third Party in respect of which indemnity may be sought pursuant to this AgreementClaim, such Holder Party shall promptly notify the Company in writing, and then the Company shall have the right be entitled to assume and control the defense thereof with of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnitee within five (5) days of the receipt of such Claim Notice from the Indemnitee; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnitee in its sole and absolute discretion for the same counsel to represent both the Indemnitee and the Company, then the Indemnitee shall be entitled to retain its own choosing. Any Holder Party shall have the right to employ separate counsel in any such action and participate in each jurisdiction for which the defense thereofIndemnitee determines counsel is required, but the fees and expenses of such counsel shall be at the expense of the Company. In the event that the Company exercises the right to undertake any such Holder defense against any such Third Party except Claim as provided above, the Indemnitee shall cooperate with the Company in such defense and make available to the extent that (i) Company, at the employment thereof has been specifically authorized Company's expense, all witnesses, pertinent records, materials and information in the Indemnitee's possession or under the Indemnitee's control relating thereto as is reasonably required by the Company. Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense against any such Third Party Claim, the Company shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Company's expense, all such witnesses, records, materials and information in the Company's possession or under the Company's control relating thereto as is reasonably required by the Indemnitee. No such Third Party Claim may be settled by the Company in writing, without: (iia) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, consent (which consent shall not be unreasonably withheld withheld, delayed or delayed; or (iiconditioned) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by Indemnitee unless such Holder Party in this Agreement or in settlement contains a full and unconditional release of the other Transaction DocumentsIndemnitee with respect thereto.

Indemnification of Holders. The Subject to the provisions of this Section 4.9, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “"Holder Party”") 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representationHolder Party's representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate Party of state or federal securities laws or any conduct by such Holder or any such Affiliate Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (iy) for any settlement by a Holder Party effected without the Company’s 's prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such any Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s 's breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. The Subject to the provisions of this Section 7, the Company will indemnify and hold each Holder Purchaser and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents document related to this exchange or (b) any action instituted against a HolderPurchaser Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Transaction Documents this exchange (unless such action is based upon a breach of such HolderPurchaser’s representationParty’s representations, warranties or covenants under the Transaction Documents exchange or any agreements or understandings such Holder Party may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate Party of state or federal securities laws or any conduct by such Holder or any such Affiliate Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (iy) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the its representations, warranties, warranties or covenants under the Transaction Documents or any agreements made or understandings such Holder Party may have with any such stockholder or any violations by such Holder Party of state or federal securities laws or any conduct by such Holder Party which constitutes fraud, gross negligence, willful misconduct or malfeasance. The indemnification required by this Section 7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred however, each Holder Party who receives such interim payment agrees to reimburse the Company for any such payment made by the Company to such Holder Party if it is finally determined in such action or proceeding that such Holder Party is not entitled to indemnification pursuant to this Agreement Section 7. The indemnity agreements contained herein shall be in addition to any cause of action or in similar right of any Holder Party against the other Transaction DocumentsCompany or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. The Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “"Holder Party”") 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representationHolder Party's representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate Party of state or federal securities laws or any conduct by such Holder or any such Affiliate Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (iy) for any settlement by a Holder Party effected without the Company’s 's prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such any Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s 's breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. The Subject to the provisions of this Section 4.11, the Company will indemnify and hold each Holder the Holders and its their directors, managers, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holder, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representationrepresentations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder stockholder or any violations by such the Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party the Holders in this Agreement or in the other Transaction Documents.

Indemnification of Holders. The (a) Subject to the provisions of this Section 4.10, the Company will indemnify indemnifies and hold holds the Holders and the Agent and each Holder and its of their directors, managers, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by STAC, the Company or any other Subsidiary in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a HolderHolder Party, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representationrepresentations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder stockholder or any violations by such the Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which that constitutes fraud, gross negligence, willful misconduct or malfeasance). . (b) If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any consent settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, extent that a loss, liability, obligation, claim, damage contingency, damage, cost or liability expense is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such (A) any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party the Holders in this Agreement or in the other Transaction Documents, or (B) any violation by the Holder of state or federal securities laws or any conduct by such Holder that constitutes fraud, gross negligence, willful misconduct or malfeasance. The indemnification obligations under this Section 4.10 are in addition to any liability that the Company may otherwise have, including but not limited to any other indemnification liability under any other Transaction Document.

Indemnification of Holders. The Company will and the Issuer, jointly and severally, shall indemnify and hold harmless each Holder (including the Initial Purchasers) and its directorseach person, managersif any, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any who controls such Holder Party may suffer or incur within the meaning of the Securities Act (collectively referred to for the purposes of this Section 7 as a result of Holder) against any loss, claim, damage or relating to (a) any breach of any of the representationsliability, warranties, covenants joint or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderseveral, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of its AffiliatesRegistrable Securities), to which that Holder may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Registration Statement or any Prospectus or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Holder for any legal or other expenses reasonably incurred by that Holder in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any shareholder of such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company who is not an Affiliate of such Holder, foregoing indemnification agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder from whom the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with person asserting any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable purchased Notes, if (i) a copy of the preliminary prospectus (as then amended or supplemented) was required by law to be delivered to such Holder Party’s wrongful actions person at or omissions, or gross negligence or prior to the written confirmation of the sale of Notes to such person, (ii) a copy of the final prospectus (as then amended or supplemented) was not sent or given to such person by or on behalf of such Holder Party’s breach and (iii) the final prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability; and provided, further, that the Company and the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus or Registration Statement or any such amendment or supplement in reliance upon and in conformity with any information included therein in reliance upon or in conformity with written information furnished to the Company or the Issuer by or on behalf of any of Holder specifically for use therein (the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents"Holders' Information").

Indemnification of Holders. The Company will and its subsidiaries, jointly and severally, shall indemnify and hold harmless each Holder and its (including, without limitation, the Initial Purchaser), their respective directors, managers, officers, shareholders, members, partners, employees representatives and agents (eachand each person, a “Holder Party”) harmless from any and all lossesif any, 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 any who controls such Holder Party may suffer or incur within the meaning of Section 15 of the Securities Act (collectively referred to for the purposes of this Section 5 as a result of Holder) against any loss, claim, damage or relating to (a) any breach of any of the representationsliability, warranties, covenants joint or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderseveral, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of its AffiliatesSecurities), to which that Holder may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or any preliminary or final prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any such Shelf Registration Statement or any preliminary or final prospectus forming part thereof or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Holder for any legal or other expenses reasonably incurred by that Holder in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any shareholder of such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company who is not an Affiliate of such Holder, foregoing indemnification agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder from whom the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with person asserting any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable purchased Securities, if (i) a copy of the preliminary prospectus (as then amended or supplemented) was delivered to such Holder Party’s wrongful actions person at or omissions, or gross negligence or prior to the written confirmation of the sale of Securities to such Holder Party’s breach of any person, (ii) a copy of the representations, warranties, covenants final prospectus (as then amended or agreements made supplemented) was not sent or given to such person by or on behalf of such Holder Party and (iii) the final prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability; and further provided, however, that the Company and its subsidiaries shall not be liable in this Agreement any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in the other Transaction Documentsor omission or alleged omission from any preliminary prospectus or Shelf Registration Statement or any such amendment or supplement in reliance upon and in conformity with any Holders' Information.

Indemnification of Holders. The Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary other Loan Party in the other Transaction Documents or (b) any action instituted against a Holder, or any of its Affiliates, by any shareholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes wrongful actions or omissions, fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or willful misconduct, fraud or malfeasance, or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents.

Indemnification of Holders. The Company will shall indemnify and hold harmless each Holder (including the Initial Purchasers) and its directorseach person, managersif any, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any who controls such Holder Party may suffer or incur within the meaning of the Securities Act (collectively referred to for the purposes of this Section 7 as a result of Holder) against any loss, claim, damage or relating to (a) any breach of any of the representationsliability, warranties, covenants joint or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderseveral, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of its AffiliatesRegistrable Securities), by to which that Holder may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of or is based upon (i) any shareholder untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Registration Statement or any Prospectus or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in the light of the Company who is circumstances under which they were made) not an Affiliate of misleading, and shall reimburse each Holder for any legal or other expenses reasonably incurred by that Holder in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such Holderloss, claim, damage, liability or action as such expenses are incurred; provided, however, that the foregoing indemnification agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder from whom the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with person asserting any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable purchased Registrable Securities, if (i) a copy of the preliminary prospectus (as then amended or supplemented) was required by law to be delivered to such Holder Party’s wrongful actions person at or omissions, prior to the written confirmation of the sale or gross negligence or Registrable Securities to such person, (ii) a copy of the final prospectus (as then amended or supplemented) was not sent or given to such person by or on behalf of such Holder Party’s and (iii) the final prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability, and further provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus or Registration Statement or any such amendment or supplement in reliance upon and in conformity with any information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the “Holders’ Information”) or as a result of any matter constituting a breach of any the covenants of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documentsunder Section 4(h)(ii).

Indemnification of Holders. The Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such HolderHolder Party’s representationrepresentations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate Party of state or federal securities laws or any conduct by such Holder or any such Affiliate Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (iy) for any settlement by a an Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law. 7.4 The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.

Indemnification of Holders. The Subject to the provisions of this Section 13, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholdersstockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holder, or any of its AffiliatesHolder Party, by any shareholder of the Company who is not an Affiliate of such Holder, third party with respect to any of the transactions contemplated by the Transaction Documents hereunder (unless such action is based upon a breach of such Holder’s representationrepresentations, warranties or covenants under the Transaction Documents this Agreement or any agreements or understandings such Holder may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party the Holders in this Agreement or in the other Transaction DocumentsAgreement.

Indemnification of Holders. The (a) Subject to the conditions set forth below, in connection with any registration of Securities pursuant to Section 10.1 or Section 10.2 hereof, the Company will agrees to and does hereby indemnify and hold harmless each Holder selling securities pursuant to said Sections, any underwriter for the Company or acting on behalf of such Holders selling securities and its directorseach Holder, managersif any, officerswho controls any such seller, shareholderswithin the meaning of Section 15 of the Securities Act, membersas follows: (i) against any and all loss, partnersclaim, employees damage and agents expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Company’s securities under the securities laws thereof; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by the Company in the course of preparing, filing, or implementing such registered offering (each, a “Loss”); provided, however, that the indemnity agreement contained in this Section 10.6(a) shall not apply to any Loss arising out of or based upon any untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to the Company by or on behalf of any Holder Party”expressly for use in connection therewith or arising out of any action or inaction of any such Holder; and (ii) harmless from against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts Losses to the extent of the aggregate amount paid in settlementssettlement of any litigation, court costs and reasonable attorneys’ fees and costs commenced or threatened, or of investigation that any claim whatsoever based upon any such Holder Party may suffer untrue statement or incur as a result of omission or relating to any such alleged untrue statement or omission (aincluding, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) any breach of any if such settlement is effected with the written consent of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or Company. (b) any action instituted against a HolderAny seller, or any of its Affiliates, by any shareholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder underwriter or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action controlling Person shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writingthe manner provided in Section 17 hereof of any action commenced against any such Person, promptly after such Person shall have been served with the summons or other legal process giving information as to the nature and basis. The failure to so notify the Company, if prejudicial in any material respect to the Company’s ability to defend such claim, shall relieve the Company from its liability to the indemnified Person under this Section 10.6, but only to the extent that the Company was so prejudiced, but the failure to so notify the Company shall not relieve the Company from other liability which it may otherwise have separate and apart from its indemnification obligations under this Section 10.6. The Company shall be entitled to participate at its own expense in the right defense of any suit brought to enforce any such claim, but if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided that such counsel is reasonably satisfactory to the sellers or controlling Persons which are or may be defendants in any suit so brought. In the event the Company elects to assume the defense thereof with counsel of its own choosing. Any Holder Party shall have the right to employ separate counsel in any such action suit and participate retain such counsel, the sellers, underwriter or controlling Persons, defendants in the defense thereofsuit, but shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them as well as any other expenses thereafter incurred in connection with the defense thereof; provided, however, that if the sellers, underwriter or controlling Persons reasonably believe that there may be available to them any defense or counterclaim different than those available to the Company or that representation of such sellers, underwriters or controlling Persons by counsel for the Company presents a conflict of interest for such counsel, then such sellers, underwriter and controlling Person shall be at entitled to defend such suit with counsel of their own choosing; provided that the expense Company shall only be required to bear the reasonable fees, expenses and other costs of one firm of separate counsel. (c) The Company understands and agrees that it may not settle any suit or litigation relating to any alleged or actual Loss for which the Company is indemnifying and holding harmless any Person pursuant to this Section 10.6 without the prior written consent of such Holder Party except indemnified Person, unless, and only unless, such suit or litigation can be and is settled in all respects by the payment of money and such money is so paid pursuant to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion terms of such separate counselsettlement, a material conflict on any material issue between with the position of the Company effect and the position of result that such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which indemnified Person is fully released and shall not be unreasonably withheld suffer any continuing actual or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documentscontingent Loss.

Indemnification of Holders. (a) The Company will hereby agrees to indemnify and hold each harmless the Holder of this Note and its directors, managersrespective shareholders and managers (including any administrative agent or sub-agent) and each of its respective Affiliates, officers, shareholdersdirectors, membersemployees, partnersagents, employees successors and agents assigns but excluding the Person serving as a Manager pursuant to Section 3.08 hereof to the extent such Person is indemnified by the Company pursuant to the LLC Agreement (eacheach an "INDEMNITEE"), a “Holder Party”) harmless from any for and against all losses, liabilities, obligations, claims, contingencieslosses, damages, costs costs, expenses, awards, judgments and penalties (including, without limitation, attorneys' fees and expenses) (hereinafter, a "LOSS") arising out of, resulting from or with respect to, directly or indirectly, the conduct of the business or affairs of the Company, including all judgmentswithout limitation, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any the operation of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or Business. (b) An Indemnitee shall give the Company notice of any action instituted against matter that an Indemnitee has determined has given or could give rise to a Holderright of indemnification under this Note (a "CLAIM NOTICE"), or within 25 days after such determination, stating the amount of the Loss, if known, and method of computation thereof. The obligations and liabilities of the Company under this Article VII with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Article VII ("THIRD PARTY CLAIMS") shall be governed by the following additional terms and conditions: if an Indemnitee shall receive notice of any Third Party Claim, the Indemnitee shall give the Company notice of such Third Party Claim within 25 days after the receipt by the Indemnitee of such notice; provided, however, that the failure to provide such notice shall not release the Company from any of its Affiliates, by any shareholder of obligations under this Article VII and shall not relieve the Company who is not an Affiliate of such Holder, with respect from any other obligation or liability that it may have to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants Indemnitee otherwise than under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance)this Article VII. If any action shall be brought the Company acknowledges in writing its obligation to indemnify the Indemnitee hereunder against any Holder Losses that may result from such Third Party in respect of which indemnity may be sought pursuant to this AgreementClaim, such Holder Party shall promptly notify the Company in writing, and then the Company shall have the right be entitled to assume and control the defense thereof with of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnitee within five (5) days of the receipt of such Claim Notice from the Indemnitee; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnitee in its sole and absolute discretion for the same counsel to represent both the Indemnitee and the Company, then the Indemnitee shall be entitled to retain its own choosing. Any Holder Party shall have the right to employ separate counsel in any such action and participate in each jurisdiction for which the defense thereofIndemnitee determines counsel is required, but the fees and expenses of such counsel shall be at the expense of the Company. In the event that the Company exercises the right to undertake any such Holder defense against any such Third Party except Claim as provided above, the Indemnitee shall cooperate with the Company in such defense and make available to the extent that (i) Company, at the employment thereof has been specifically authorized Company's expense, all witnesses, pertinent records, materials and information in the Indemnitee's possession or under the Indemnitee's control relating thereto as is reasonably required by the Company. Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense against any such Third Party Claim, the Company shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Company's expense, all such witnesses, records, materials and information in the Company's possession or under the Company's control relating thereto as is reasonably required by the Indemnitee. No such Third Party Claim may be settled by the Company in writing, without: (iia) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, consent (which consent shall not be unreasonably withheld withheld, delayed or delayed; or (iiconditioned) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by Indemnitee unless such Holder Party in this Agreement or in settlement contains a full and unconditional release of the other Transaction DocumentsIndemnitee with respect thereto.

Indemnification of Holders. The Company will and the Issuer, jointly and severally, shall indemnify and hold harmless each Holder (including the Initial Purchasers) and its directorseach person, managersif any, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any who controls such Holder Party may suffer or incur within the meaning of the Securities Act (collectively referred to for the purposes of this Section 7 as a result of Holder) against any loss, claim, damage or relating to (a) any breach of any of the representationsliability, warranties, covenants joint or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderseveral, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of its AffiliatesRegistrable Securities), to which that Holder may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Registration Statement or any Prospectus or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Holder for any legal or other expenses reasonably incurred by that Holder in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any shareholder of such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company who is not an Affiliate of such Holder, foregoing indemnification agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder from whom the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with person asserting any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable purchased Notes, if (i) a copy of the preliminary prospectus (as then amended or supplemented) was required by law to be delivered to such Holder Party’s wrongful actions person at or omissions, or gross negligence or prior to the written confirmation of the sale of Notes to such person, (ii) a copy of the final Prospectus (as then amended or supplemented) was not sent or given to such person by or on behalf of such Holder Party’s breach and (iii) the final Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability; and provided, further, that the Company and the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus or Registration Statement or any such amendment or supplement in reliance upon and in conformity with any information included therein in reliance upon or in conformity with written information furnished to the Company or the Issuer by or on behalf of any of Holder specifically for use therein (the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents"Holders' Information").

Indemnification of Holders. The Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such HolderHolder Party’s representationrepresentations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate Party of state or federal securities laws or any conduct by such Holder or any such Affiliate Party which constitutes is finally judicially determined to constitute fraud, gross negligencenegligence or willful misconduct), willful misconduct the Company will indemnify each Holder Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or malfeasance)relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission 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, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder Party furnished in writing to the Company by such Holder Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (ix) the employment thereof has been specifically authorized by the Company in writing, (iiy) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, to assume such defense and to employ counsel or (iiiz) 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (i1) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii2) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. The (a) Subject to the conditions set forth below, in connection with any registration of Securities pursuant to Section 10.1 or Section 10.2 hereof, the Company will agrees to and does hereby indemnify and hold harmless each Holder selling securities pursuant to said Sections, any underwriter for the Company or acting on behalf of such Holders selling securities and its directorseach Holder, managersif any, officerswho controls any such seller, shareholderswithin the meaning of Section 15 of the Securities Act, membersas follows: (i) against any and all loss, partnersclaim, employees damage and agents expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Company's securities under the securities laws thereof; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by the Company in the course of preparing, filing, or implementing such registered offering (each, a “"Loss"); provided, however, that the indemnity agreement contained in this Section 10.6(a) shall not apply to any Loss arising out of or based upon any untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to the Company by or on behalf of any Holder Party”expressly for use in connection therewith or arising out of any action or inaction of any such Holder; and (ii) harmless from against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts Losses to the extent of the aggregate amount paid in settlementssettlement of any litigation, court costs and reasonable attorneys’ fees and costs commenced or threatened, or of investigation that any claim whatsoever based upon any such Holder Party may suffer untrue statement or incur as a result of omission or relating to any such alleged untrue statement or omission (aincluding, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) any breach of any if such settlement is effected with the written consent of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or Company. (b) any action instituted against a HolderAny seller, or any of its Affiliates, by any shareholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder underwriter or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action controlling Person shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writingthe manner provided in Section 17 hereof of any action commenced against any such Person, promptly after such Person shall have been served with the summons or other legal process giving information as to the nature and basis. The failure to so notify the Company, if prejudicial in any material respect to the Company's ability to defend such claim, shall relieve the Company from its liability to the indemnified Person under this Section 10.6, but only to the extent that the Company was so prejudiced, but the failure to so notify the Company shall not relieve the Company from other liability which it may otherwise have separate and apart from its indemnification obligations under this Section 10.6. The Company shall be entitled to participate at its own expense in the right defense of any suit brought to enforce any such claim, but if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided that such counsel is reasonably satisfactory to the sellers or controlling Persons which are or may be defendants in any suit so brought. In the event the Company elects to assume the defense thereof with counsel of its own choosing. Any Holder Party shall have the right to employ separate counsel in any such action suit and participate retain such counsel, the sellers, underwriter or controlling Persons, defendants in the defense thereofsuit, but shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them as well as any other expenses thereafter incurred in connection with the defense thereof; provided, however, that if the sellers, underwriter or controlling Persons reasonably believe that there may be available to them any defense or counterclaim different than those available to the Company or that representation of such sellers, underwriters or controlling Persons by counsel for the Company presents a conflict of interest for such counsel, then such sellers, underwriter and controlling Person shall be at entitled to defend such suit with counsel of their own choosing; provided that the expense Company shall only be required to bear the reasonable fees, expenses and other costs of one firm of separate counsel. (c) The Company understands and agrees that it may not settle any suit or litigation relating to any alleged or actual Loss for which the Company is indemnifying and holding harmless any Person pursuant to this Section 10.6 without the prior written consent of such Holder Party except indemnified Person, unless, and only unless, such suit or litigation can be and is settled in all respects by the payment of money and such money is so paid pursuant to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion terms of such separate counselsettlement, a material conflict on any material issue between with the position of the Company effect and the position of result that such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which indemnified Person is fully released and shall not be unreasonably withheld suffer any continuing actual or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documentscontingent Loss.

Indemnification of Holders. The Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such HolderHolder Party’s representationrepresentations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate Party of state or federal securities laws or any conduct by such Holder or any such Affiliate Party which constitutes is finally judicially determined to constitute fraud, gross negligencenegligence or willful misconduct) or (c) in connection with any registration statement of the Company providing for the resale by the Holders of the Underlying Shares issued and issuable, willful misconduct the Company will indemnify each Holder Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or malfeasance)relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission 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, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder Party furnished in writing to the Company by such Holder Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (ix) the employment thereof has been specifically authorized by the Company in writing, (iiy) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, to assume such defense and to employ counsel or (iiiz) 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (i1) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii2) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. The Subject to the provisions of this Section 7.4, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such HolderHolder Party’s representationrepresentations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate Party of state or federal securities laws or any conduct by such Holder or any such Affiliate Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (iy) for any settlement by a an Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 7.4 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. The Company will shall indemnify and hold harmless each Holder (including the Initial Purchasers) and its directorseach person, managersif any, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any who controls such Holder Party may suffer or incur within the meaning of the Securities Act (collectively referred to for the purposes of this Section 7 as a result of Holder) against any loss, claim, damage or relating to (a) any breach of any of the representationsliability, warranties, covenants joint or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderseveral, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of its AffiliatesRegistrable Securities), by to which that Holder may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of or is based upon (i) any shareholder untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Registration Statement or any Prospectus or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in the light of the Company who is circumstances under which they were made) not an Affiliate of misleading, and shall reimburse each Holder for any legal or other expenses reasonably incurred by that Holder in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such Holderloss, claim, damage, liability or action as such expenses are incurred; provided, however, that the foregoing indemnification agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder from whom the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with person asserting any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will not be liable to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable purchased Registrable Securities, if (i) a copy of the preliminary prospectus (as then amended or supplemented) was required by law to be delivered to such Holder Party’s wrongful actions person at or omissions, or gross negligence or prior to the written confirmation of the sale of Registrable Securities to such person, (ii) a copy of the final prospectus (as then amended or supplemented) was not sent or given to such person by or on behalf of such Holder Party’s and (iii) the final prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability; and further provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus or Registration Statement or any such amendment or supplement in reliance upon and in conformity with any information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the “Holders’ Information”) or as a result of any matter constituting a breach of any the covenants of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documentsunder Section 4(h)(ii).

Indemnification of Holders. The Subject to the provisions of this Section 4.11, the Company will defend, indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder of the Company who is not an Affiliate of such HolderHolder Parties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such HolderHolder Party’s representationrepresentations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Parties may have with any such shareholder or any violations by such Holder or any such Affiliate Parties of state or federal securities laws or any conduct by such Holder or any such Affiliate Parties which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (i1) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii2) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such (A) any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents, or (B) any conduct by such Holder Party which constitutes gross negligence or willful misconduct. The indemnification required by this Section 4.11 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. The Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such HolderHolder Party’s representationrepresentations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate Party of state or federal securities laws or any conduct by such Holder or any such Affiliate Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (iy) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. The Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any In the event of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holder, or any of its Affiliates, by any shareholder registration of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants Shares under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought Securities Act pursuant to this Agreement, such Holder Party shall promptly notify the Company in writingagrees to indemnify each Holder, its directors, officers, trustees, fiduciaries, employees, stockholders, members or general and limited partners (and the directors, officers, employees, etc thereof), and each person, if any, who controls any Holder within the Company shall have meaning of Section 15 of the right Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever including reasonable legal fees and expenses, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to assume be stated therein or necessary to make the defense thereof with counsel statements therein not misleading or arising out of its own choosing. Any Holder Party shall have the right to employ separate counsel any untrue statement or alleged untrue statement of a material fact included in any such action and participate preliminary prospectus or Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the defense thereoflight of the circumstances under which they were made, but the fees not misleading; and (ii) against any and expenses of such counsel shall be at the all loss, liability, claim, damage and expense of such Holder Party except whatsoever, as incurred, to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such Holder Party. The Company will untrue statement or omission, or any such alleged untrue statement or omission; PROVIDED, HOWEVER, that this indemnity agreement shall not be liable apply to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consentloss, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a lossliability, claim, damage or liability is attributable expense to such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach the extent arising out of any of untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to any Holder furnished to the representations, warranties, covenants or agreements made Company in writing by such Holder Party in this Agreement or expressly for use in the other Transaction DocumentsShelf Registration Statement (or any amendment thereto), or Prospectus (or any amendment or supplement thereto).

Indemnification of Holders. The Until eighteen months after the date upon which no Holder continues to hold Securities and subject to the provisions of this Section 6.6, the Company will indemnify and hold each Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Holder Party”) 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 any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Exchange Transaction Documents or (b) any action instituted against a Holderthe Holder Parties in any capacity, or any of its them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such HolderHolder Party, with respect to any of the transactions contemplated by the Exchange Transaction Documents (unless such action is based upon a breach of such HolderHolder Party’s representationrepresentations, warranties or covenants under the Exchange Transaction Documents or any agreements or understandings such Holder Party may have with any such shareholder stockholder or any violations by such Holder or any such Affiliate Party of state or federal securities laws Securities Laws or any conduct by such Holder or any such Affiliate Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Holder Party. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate Holder Party’s counsel, a material conflict on any material issue between the position of the Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel for all Holder Parties. The Company will not be liable to any Holder Party under this Agreement (iiv) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld withheld, conditioned or delayed; or (iiv) to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Exchange Transaction Documents. The indemnification required by this Section 6.6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Holders. The In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and its directorseach underwriter of the Registrable Shares so registered (including any broker or dealer through which such shares may be sold) and each person, managersif any, officers, shareholders, members, partners, employees who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and agents (each, a “Holder Party”) harmless from against any and all losses, liabilitiesclaims, obligationsdamages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Holder Party may suffer liabilities or incur as a result actions arise out of or relating to are based upon (ai) any breach untrue statement of a material fact contained in the registration statement, in any of preliminary or amended preliminary prospectus or in the representations, warranties, covenants prospectus (or agreements made the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) any omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Agreement Section 2.3(a) will not apply where such untrue statement or by omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder of Registrable Shares, any such underwriter or any Company Subsidiary in the other Transaction Documents such controlling person expressly for use therein or (b) any action instituted against a Holder, or any of its Affiliates, by any shareholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of arises from such Holder’s representationbreach of its obligations under this Agreement. Promptly after receipt by any Holder of Registrable Shares, warranties or covenants under the Transaction Documents any underwriter or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or any such Affiliate controlling person of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If notice of the commencement of any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreementagainst the Company, such Holder Party shall promptly of Registrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writingwriting of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder of Registrable Shares, such underwriter or such controlling person, as the case may be), and the Company payment of expenses insofar as such action shall have relate to any liability in respect of which indemnity may be sought against the right to assume the defense thereof with counsel Company. Such Holder of its own choosing. Any Holder Party Registrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereofthereof in the event the representation of such Holder, but underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the reasonable fees and expenses of such counsel shall be at the expense of such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 Company and the position of such Holder Party. The Company will shall not be liable to indemnify any Holder Party person under this Agreement (iSection 2.3(a) for any settlement by a Holder Party of any such action effected without the Company’s prior written consent, consent (which consent shall not be unreasonably withheld withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or delayed; enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or (ii) plaintiff to the extent, but only to the extent, that parties being so indemnified of a loss, claim, damage or release from all liability is attributable in respect to such Holder Party’s wrongful actions claim or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documentslitigation.

Indemnification of Holders. The Company will (a) CEC agrees to indemnify and hold harmless each Holder and its directorsAffiliates and each officer, managersdirector, officersemployee, shareholdersadvisor, memberspartner, partnersmember, employees controlling entity and agents agent of each Holder or its Affiliates (each, a an “Holder PartyIndemnified Person”) harmless from and against any and all losses, liabilities, obligationscauses of action, demands, claims, contingenciesdamages, judgments, costs and expenses (including reasonable fees and disbursements of counsel) to which any such Indemnified Person may become subject arising out of, related to or in connection with this Agreement, the Supplemental Indentures or any of the transactions contemplated hereby or thereby, or any claim, cause of action, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, brought by a third party or by CEC, CEOC or any of their respective affiliates (any of the foregoing, a “Proceeding”), including, without limitation, (A) any action to avoid, unwind, defease, set-aside, setoff or otherwise challenge the full and final vesting in a Holder of sole legal and beneficial ownership of all cash, securities and other consideration paid to such Holder in connection with this Agreement, whether after the commencement of a bankruptcy proceeding of CEC and/or CEOC or otherwise, (B) any action challenging the effectiveness or enforceability of any provision of this Agreement, the Supplemental Indentures or any transaction contemplated hereby or thereby, or alleging that the same violated any right of or duty owed to any person under any applicable law, or (C) any action alleging misconduct or other liability on account of any Indemnified Person entering into or otherwise participating in this Agreement or any transaction contemplated hereby. Notwithstanding the foregoing, CEC shall not be required to indemnify any Indemnified Person for any losses, liabilities, causes of action, demands, claims, damages, judgments, costs and expenses to the extent that such losses, liabilities, causes of action, demands, claims, damages, judgments, costs and expenses are finally judicially determined by a court of competent jurisdiction to have resulted from the gross negligence of such Indemnified Person or resulted from such Indemnified Person’s breach of this Agreement. (b) CEC will not, without the prior written consent of each Indemnified Person, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified Person from all liability arising out of such Proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such Indemnified Person. (c) If the indemnification provided for in this Section 9.1 is unavailable to or insufficient to hold harmless an Indemnified Person under subsection (a) above in respect of any losses, liabilities, causes of action, demands, claims, damages, judgments, costs and expenses referred to therein, then CEC shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, liabilities, claims, causes of action, damages, or judgments in such proportion as is appropriate to reflect the relative benefits received by CEC on the one hand and the Holders on the other from this Agreement the transactions contemplated hereby. The relative benefits received by CEC on the one hand and the Holders on the other shall be deemed to be in the same proportion as the total amount of outstanding indebtedness of CEC and its consolidated subsidiaries bears to the amount of Purchased Notes. If, however, the allocation provided by the immediately preceding sentences is not permitted by applicable law, then CEC shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of CEC on the one hand and the Holders on the other in connection with the actions or omissions which resulted in such losses, liabilities, causes of action, demands, claims, damages, judgments, costs and expenses, including all judgments, amounts paid in settlements, court costs as well as any other relevant equitable considerations. CEC and reasonable attorneys’ fees the Holders agree that it would not be just and costs of investigation that any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a Holder, or any of its Affiliates, by any shareholder of the Company who is not an Affiliate of such Holder, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Holder’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought equitable if contribution pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel subsection (c) were determined by any other method of its own choosing. Any Holder Party 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 such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time following such Holder Party’s written request that it do so, 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 allocation which does not take account of the Company and the position of such Holder Party. The Company will not be liable equitable considerations referred to any Holder Party under this Agreement (i) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to such Holder Party’s wrongful actions or omissions, or gross negligence or to such Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder Party in this Agreement or in the other Transaction Documentsabove.