Common use of Indemnification by Holder Clause in Contracts

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors directors, officers, agents, employees and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers officers, employees and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon upon, in the case of the Registration Statement or in any amendments thereto, untrue or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein to make the statements not misleading, or in the case of any Prospectus or form of prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration StatementHolder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to Holder’s proposed method of distribution of Registrable Securities and the Guarantors was reviewed and expressly approved in writing by Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or otherwise unavailable for use by the Holder Prospectus after the Company has notified Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt by Holder of the Advice contemplated in Section 6(d). Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with Each Holder of Units participating in any Registration Statementregistration hereunder, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless harmless, to the extent permitted by applicable law, the Company, the Guarantorsits directors, their respective directors officers, employees and agents, and each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(aAct) of the Exchange Act)(collectively, and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and "Company Indemnified Parties") against all Losses arising out losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with such Holder's consent, which consent shall not be unreasonably withheld) to which any Company Indemnified Party may become subject under the Securities Act, at common law or based upon otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are caused by (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus registration statement in which such Holder's Units were included or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or 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 the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, in the cases described in clauses (1) and (2), that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder relating to the Company and the Guarantors such Holder expressly for use therein. Notwithstanding in the foregoingpreparation thereof and if the Company does not know, at the time such information is included in no event shall the liability registration statement, prospectus, preliminary prospectus, amendment or supplement, that such information is false or misleading, or (3) any violation by such Holder of any selling federal, state or common law, rule or regulation applicable to such Holder be greater and relating to action of or inaction by such Holder in amount than connection with any such Holder’s Maximum Contribution Amount (as defined below)registration.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of notice that such event is no longer applicable, or (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than such Holder’s Maximum Contribution Amount the dollar amount of the subscription amount paid by the Holder in the SPA (as defined belowor other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities).

Indemnification by Holder. In connection with any Registration StatementThe Holders shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsdirectors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based solely upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, Prospectus any Prospectus, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Guarantors Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use thereinin the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the foregoingcontrary contained herein, in no event the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the liability net proceeds to such Holder as a result of any selling Holder be greater in amount than the sale of Registrable Securities pursuant to such Holder’s Maximum Contribution Amount (as defined below)Registration Statement.

Indemnification by Holder. In connection with Each Holder participating in any Registration StatementOffering pursuant to this Agreement shall, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statementmaximum extent permitted by law, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Guarantors, their respective directors applicable registration statement and each Personperson, if any, who controls the Company and against any Losses to which the Guarantors Company or any such director, officer or controlling person may become subject under the Act or otherwise, insofar as such Losses are caused by, based upon, arise out of, or relate to, (within the meaning of Section 15 of the Securities Act and Section 20(aa) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a any material fact contained in the registration statement for such Offering, any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectuscontained therein, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading each case to the extent, but only to the extent, that such losses Losses are finally judicially determined by a court of competent jurisdiction in a finalcaused by, unappealable order to have resulted solely from based upon, arise out of, or relate to, an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any conformity with written information so furnished in writing by such Holder specifically for use in preparation of such registration statement, prospectus, amendment or supplement; or (b) any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus for such registration statement if, in respect to such statement, alleged statement, omission or alleged omission, the final prospectus for such registration statement corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus was not sent or given by or on behalf of such Holder at or prior to the Company confirmation of the sale of shares of Common Stock of such Holder with respect to which such Loss relates. Each Holder's obligation under this Section 7 shall be several and the Guarantors expressly for use therein. Notwithstanding the foregoing, not joint and in no event shall exceed the liability of any selling net proceeds received by such Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)the Offering to which the applicable Loss relates.

Indemnification by Holder. In connection with Holder shall, notwithstanding any Registration Statementtermination of this Agreement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus any 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 to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and the Guarantors was reviewed and expressly approved in writing by Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 5 and the amount of any damages Holder has otherwise been required to pay by reason of such Holder’s Maximum Contribution Amount (as defined below)untrue statement or omission) received by Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Each Holder is participating, such Holder shall furnish severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each Persondirector and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Securities Exchange Act, as follows: (a) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act), the General Disclosure Package, or any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (b) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), and to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Holder; and (c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing, defending or participating in (as a witness or otherwise) against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (a) or (b) above; provided, however, that such losses are finally judicially determined by a court Holder shall only be liable under the indemnity provided pursuant to Sections 7.1 through 7.3 with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in strict conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by the Company, if required by law to have been delivered, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of Sections 7.1 through 7.3, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the aggregate net cash proceeds received by such Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of such Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based upon solely upon: (x) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or based solely upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extent, but only to the extentextent that, (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such losses are finally judicially determined by a court information relates to such Holder or such Holder's proposed method of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement distribution of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished Registrable Securities and was reviewed and expressly approved in writing by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling the Holder be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (i) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (1) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus (or, in each case, any amendment or supplement thereto) or (2) to the extent that (A) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (B) in the case of an occurrence of an event of the type specified in Section 3(b)(iii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of written notice from the Company that the use of the applicable Prospectus may be resumed, or (C) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)the dollar amount of the Purchase Price paid by the Holder in the Subscription Agreement.

Indemnification by Holder. In connection with Each Holder shall, notwithstanding any Registration Statementtermination of this Agreement, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents, partners, members, stockholders or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based solely upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or based solely upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading to the extent, but only to the extentextent that, that (1) such losses untrue statements or omissions are finally judicially determined based solely upon information regarding such Holder furnished in writing to the Company by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an such Holder expressly for use therein and such untrue statement or alleged untrue statement of a material fact or omission or alleged omission had not been corrected in such Prospectus or in any amendment or supplement thereto prior to, or concurrently with, the sale of a material fact contained Registrable Securities to the person asserting the applicable claim or (2) in or omitted from any information so furnished the case of an occurrence of an event of the type specified in writing Section 3(c)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated or defective Prospectus after the Company has validly notified such Holder in writing (in accordance with Section 7(c) below) that the Prospectus is outdated or defective and prior to the Company receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the Guarantors expressly for use thereinextent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder (together with any liability under Section 6(d)) be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company Issuers and the Subsidiary Guarantors in writing such information as the Company Issuers and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the CompanyIssuers, the Subsidiary Guarantors, their respective directors and each Person, if any, who controls the Company Issuers and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company Issuers and the Subsidiary Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus any 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 to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Guarantors Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. Notwithstanding the foregoing, in In no event shall the liability of any the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such Holder’s Maximum Contribution Amount (as defined below)untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(b), or (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than such Holder’s Maximum Contribution the dollar amount of the Subscription Amount (as defined below)paid by the Holder in the Purchase Agreement.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in SECTION 3(C)(II)-(V), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in SECTION 6(B), or (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount (as defined below)Holder from the sale of the Registrable Securities sold by it.

Indemnification by Holder. In connection The Corporation may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Companyother Holders, the GuarantorsCorporation, their respective directors its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person, if any, Person who controls the Company and the Guarantors Corporation (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), ) and the officers, directors, officers and partners partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling persons, to the fullest extent lawfulPerson and all other prospective sellers, from and against all Losses arising out of or based upon on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus Prospectus, offering circular, or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusother document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in the light of the circumstances under which they were made, not misleading each case to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by or on behalf of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Loss (or Proceedings in respect thereof) if such settlement is effected without the Company consent of such Holder (which consent shall not be unreasonably withheld, conditioned or delayed); and the Guarantors expressly for use therein. Notwithstanding the foregoingprovided, in no event shall further, that the liability of any such Holder shall be limited to the net proceeds received by such selling Holder be greater in amount than from the sale of Registrable Securities covered by such Holder’s Maximum Contribution Amount (as defined below)Registration Statement.

Indemnification by Holder. In connection The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any Registration Statementother Holders, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective its directors and officers and each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus Prospectus, Free Writing Prospectus, offering circular, or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusother document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in the light of the circumstances under which they were made, not misleading each case to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or omission or alleged omission of a material fact contained other document in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the Company obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and the Guarantors expressly for use therein. Notwithstanding the foregoingprovided, in no event shall further, that the liability of any such Holder shall be individual, not joint and several, for each Holder and shall be limited to the net proceeds received by such selling Holder be greater from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in amount than respect of such Holder’s Maximum Contribution Amount (as defined belowLoss or any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration StatementEach Holder (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, and each of its trustees and officers (including each trustee and officer of the GuarantorsCompany who signed a Registration Statement), their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act)Act and each other Holder as follows: (i) against any and all loss, liability, claim, damage, judgment and the directorsexpense whatsoever, officers and partners of such controlling personsas incurred, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, 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 arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 3.2, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees or control persons with respect to any amount in no event shall excess of the liability amount of any selling the net proceeds actually received by such Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of such Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by Holder. In connection with any Registration StatementEach Holder (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each director and officer of the Company who signed a Registration Statement), each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act)Act and each other Holder as follows: (i) against any and all loss, liability, claim, damage, judgment and the directorsexpense whatsoever, officers and partners of such controlling personsas incurred, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, 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 arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 3.2, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the net proceeds actually received by such Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of such Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by Holder. In connection with any Registration StatementThe Holders shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsdirectors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely or in material part out of or based solely or in material part upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, Prospectus any Prospectus, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely or in material part out of or based solely or in material part upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company and that such information was reasonably relied upon by the Guarantors Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use thereinin the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the foregoingcontrary contained herein, in no event the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the liability net proceeds to such Holder as a result of any selling Holder be greater in amount than the sale of Registrable Securities pursuant to such Holder’s Maximum Contribution Amount (as defined below)Registration Statement.

Indemnification by Holder. In connection with any Registration StatementEach Holder (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Personof its trustees and officers (including each trustee and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage, judgment and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, 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 arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 3.2, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total proceeds to the Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of the Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by Holder. In connection with any Registration StatementEach Holder (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each Persondirector and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage, judgment and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, 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 arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing, defending against or participating in (as a witness or otherwise) any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 4.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 4.2, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total gross proceeds, before expenses, to the Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of the Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by Holder. In connection with If any Registration Statementof a Selling Holder's Registrable Securities are included in a registration statement under this Agreement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participatingto the extent permitted by applicable law, such selling Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Guarantorsregistration statement, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act, any other Selling Holder, any controlling Person of any such other selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including reasonable attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the directorsforegoing Persons may otherwise become subject under the Securities Act, officers the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable registration statement, including any Registration Statement, Prospectus or form of preliminary prospectus or in final prospectus contained therein, or any amendment amendments or supplement supplements thereto or in any preliminary prospectus, document incorporated by reference therein or any omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, therein (in the light of the circumstances under which they were made, made in the case of any prospectus) not misleading to or any violation or alleged violation by any Holder or underwriter of the extentfederal securities laws, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact had been contained in or omitted from any information so furnished in writing by such Selling Holder to the Company and the Guarantors expressly for use therein. Notwithstanding in connection with such registration; provided, however, that (x) the foregoingindemnification required by this Section 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, and (y) in no event shall the liability amount of any indemnity under this Section 5(b) exceed the gross proceeds from the applicable offering received by such selling Holder. In no event shall a Holder be greater in amount than such Holder’s Maximum Contribution Amount (jointly liable with any other Holder as defined below)a result of its indemnification obligations.

Indemnification by Holder. In connection with any Registration StatementEach Holder (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each Persondirector and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage, judgment and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, 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 arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 4.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 4.2, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total proceeds to the Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of the Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by Holder. In connection with any Registration StatementEach Holder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits officers, their respective directors directors, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), and the officers, directors, officers agents and partners employees of each such controlling personsPerson, to the fullest extent lawfulpermitted by applicable law, from and against any and all Losses Losses, as incurred, to the extent arising out of or based upon upon: (1) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (2) any untrue or alleged untrue statement of a material fact contained in any the 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 to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus expressly for use therein. Notwithstanding ; provided, that each Holder's obligation to indemnify such indemnified parties shall only be to the foregoingextent of the net proceeds received by such Holder in the offering to which the Registration Statement relates, in no event shall or to the liability of any selling extent that such information relates to such Holder be greater in amount than or such Holder’s Maximum Contribution Amount 's proposed method of distribution of Registrable Securities as set forth in the section of the Registration Statement substantially similar to Annex A hereto or any changes to such section that are expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (as defined below3) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(b).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely primarily from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s 's Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with The Holder shall, notwithstanding any Registration Statementtermination of this Agreement, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents, partners, members, stockholders or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based upon solely upon: (x) for so long as the Company is not a “Seasoned Issuer” and the prospectus delivery requirements of the Securities Act apply to sales by the Holder, the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or based solely upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading to the extent, but only to the extentextent that, that (1) such losses untrue statements or omissions are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted based solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any upon information so regarding the Holder furnished in writing by such Holder to the Company and by the Guarantors Holder expressly for use therein, or to the extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Exhibit A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by the Holder of an outdated or defective Prospectus after the Company has validly notified the Holder in writing (in accordance with Section 13(h) below) that the Prospectus is outdated or defective and prior to the receipt by the Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(b), or (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than such Holder’s Maximum Contribution the dollar amount of the Subscription Amount (as defined below)paid by the Holder in the Purchase Agreement.

Indemnification by Holder. In connection with As a condition of the Company's obligation under this Article II to effect any Registration Statementregistration under the Securities Act, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder there shall furnish be delivered to the Company and the Guarantors in writing an agreement or agreements duly executed by each holder for whom Registrable Securities are to be so registered, whereby such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall holder agrees to indemnify and hold harmless (in the same manner as set forth in Section 2.09 above) the Company, each person referred to in clause (1), (2) or (3) of Section 11(a) of the Guarantors, their respective directors Securities Act in respect of the registration statement and each Personother person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, with respect to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which the Registrable Securities are to be registered under the Securities Act, in any Registration Statement, Prospectus preliminary prospectus or form of final prospectus contained therein or in any amendment or supplement thereto or in any preliminary prospectusthereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, which, in the light of the circumstances under which they were madeeach case, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained is made in or omitted from any the registration statement, preliminary or final prospectus or amendment or supplement in reliance upon and in conformity with written information so furnished in writing by such Holder to the Company by an instrument duly executed by such holder specifically for use in the preparation thereof; PROVIDED, HOWEVER, that the indemnification obligations of each such holder shall be limited to the net proceeds received by such holder from the sale of Registrable Securities pursuant to such registration. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such underwriter or controlling person and shall survive the transfer of such securities by the Shareholders and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability expiration or termination of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)this Agreement.

Indemnification by Holder. In connection with any Registration StatementHolder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus any 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and the Guarantors was reviewed and expressly approved in writing by such Holder expressly for use thereinin a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(v), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). Notwithstanding the foregoing, in In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. In connection with The Holder shall, notwithstanding any Registration Statementtermination of this Agreement, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents, partners, members, stockholders or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based upon solely upon: (x) for so long as the prospectus delivery requirements of the Securities Act apply to sales by such Holder, such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or based solely upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading to the extent, but only to the extentextent that, (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such losses are finally judicially determined by a court information relates to such Holder or such Holder’s proposed method of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement distribution of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished Registrable Securities and was reviewed and expressly approved in writing by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has validly notified such Holder in writing (in accordance with Section 7(b) below) that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company Partnership and the Guarantors in writing such information as the Company Partnership and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the CompanyPartnership, the Guarantors, their respective directors and each Person, if any, who controls the Company Partnership and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company Partnership and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold --------------------------- harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), ------------------- the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(b), or (3) the failure of the Holder to deliver a ----------- Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than such Holder’s Maximum Contribution the dollar amount of the Subscription Amount (as defined below)paid by the Holder in the Purchase Agreement.

Indemnification by Holder. In connection with any Registration StatementEach Holder (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, and each of its directors and officers (including each director and officer of the GuarantorsCompany who signed a Registration Statement), their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage, action, cost, judgment and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, 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 arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing, defending against or participating in (as a witness or otherwise) any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraphs (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 4.2 shall only apply with respect to any loss, liability, claim, damage, action, cost judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company (as and to the extent that the same was required by law to be delivered), if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred at or after the time furnished to such Holder by the Company and the Guarantors expressly for use thereinprior to any sale of securities covered by such Prospectus. Notwithstanding the foregoingprovisions of this Section 4.2, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total net proceeds to the Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of the Holder under the Registration Statement or Prospectus, as applicable, that is the subject of the indemnification claim.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment Issuer Free Writing Prospectus (as amended or supplement theretosupplemented), or any preliminary prospectus or any other document prepared by the Company to sell the Registrable Notes in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment Issuer Free Writing Prospectus (as amended or supplement theretosupplemented), or any preliminary prospectus or any other document prepared by the Company to sell the Registrable Notes and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and officers and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses directly or indirectly caused by, related to, based upon, arising out of or based upon in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of Issuer Free Writing Prospectus (as amended or supplemented), or in any preliminary prospectus or in any amendment or supplement thereto or in any preliminary prospectusother document prepared by the Company to sell the Registrable Notes, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact was contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which Each Holder (on a Holder is participating, such Holder shall furnish several and not joint basis) agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each Persondirector and officer of the Company who signed a Shelf Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (a) against any and the directorsall loss, officers liability, claim, damage and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Holder, which consent shall not be unreasonably withheld; and (c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (a) or (b) above; PROVIDED, HOWEVER, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 2.2 shall only apply with respect to any loss, liability, claim, damage or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (i) any untrue statement or omission or alleged untrue statement of a material fact or omission made in reliance upon and in conformity with written information furnished to the Company by or alleged omission on behalf of a material fact contained such Holder expressly for use in the Shelf Registration Statement (or omitted from any information so furnished amendment thereto) or the related prospectus (or any amendment or supplement thereto), or (ii) such Holder's failure to deliver an amended or supplemental prospectus (provided such Holder was notified in writing pursuant to Section 1.5, or otherwise, of the need for an amended or supplemental Prospectus) if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 2.2, no Holder shall be required to indemnify the Company, its officers, directors or control persons with respect to any amount in excess of the amount of the total proceeds to such Holder from sales of the Registrable Securities of such Holder under the Shelf Registration Statement (after deducting the amounts already paid to the Company by such Holder or any person, if any, who controls such Holder pursuant to the Company this Section 2.2), and the Guarantors expressly no Holder shall be liable under this Section 2.2 for use therein. Notwithstanding the foregoing, in no event shall the liability any statements or omissions of any selling Holder be greater in amount than such other Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors directors, officers, agents, employees and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers officers, employees and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon upon, in the case of the Registration Statement or in any amendments thereto, any untrue or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein to make the statements not misleading, or in the case of any Registration Statement, Prospectus or form of prospectus prospectus, or in any amendment or supplement thereto thereto, or in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling persons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, Prospectus any prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or based solely upon: (i) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue statement or omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such the Holder to the Company specifically for inclusion in such registration statement or such prospectus or to the extent that (1) such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Guarantors Holder expressly for use therein. Notwithstanding in the foregoingregistration statement, such prospectus or such form of prospectus or in no any amendment or supplement thereto or (2) in the case of an occurrence of an event shall of the liability type specified in Section 2(d)(ii)(u)-(x), the use by the Holder of any selling an outdated or defective prospectus after the Company has notified the Holder in writing that the prospectus is outdated or defective and prior to the receipt by the Holder of a writing by the Company that the use of the applicable prospectus may be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)resumed.

Indemnification by Holder. In connection with As a condition of the Company's obligation under this Article II to effect any Registration Statementregistration under the Securities Act, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder there shall furnish be delivered to the Company and the Guarantors in writing an agreement or agreements duly executed by each holder for whom Registrable Securities are to be so registered, whereby such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall holder agrees to indemnify and hold harmless (in the same manner as set forth in Section 2.9 above) the Company, each person referred to in clause (1), (2) or (3) of Section 11(a) of the Guarantors, their respective directors Securities Act in respect of the registration statement and each Personother person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, with respect to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which the Registrable Securities are to be registered under the Securities Act, in any Registration Statement, Prospectus preliminary prospectus or form of final prospectus contained therein or in any amendment or supplement thereto or in any preliminary prospectusthereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, which, in the light of the circumstances under which they were madeeach case, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained is made in or omitted from any the registration statement, preliminary or final prospectus or amendment or supplement in reliance upon and in conformity with written information so furnished in writing by such Holder to the Company by an instrument duly executed by such holder specifically for use in the preparation thereof; PROVIDED, HOWEVER, that the indemnification obligations of each such holder shall be limited to the net proceeds received by such holder from the sale of Registrable Securities pursuant to such registration. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any person indemnified by virtue of this Section 2.10 and shall survive the transfer of such securities by such holder and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability expiration or termination of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)this Agreement.

Indemnification by Holder. In connection with any Registration StatementHolder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to Holder’s proposed method of distribution of Registrable Securities and the Guarantors was reviewed and expressly approved in writing by Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated or defective Prospectus after the Company has notified Holder in writing that the Prospectus is outdated or defective and prior to the receipt by Holder of the Advice contemplated in Section 6(d). Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such The Holder shall furnish to the Company (or, if there are multiple Holders, each Holder shall, severally and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall not jointly) indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and the Guarantors was reviewed and expressly approved in writing by such Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus Each Holder which has Registrable Common included in which a Holder is participating, such Holder shall furnish registration statement pursuant to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statementprovisions hereof will severally, Prospectus or form of prospectusbut not jointly, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective its directors and officers, each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act Act, any other Holder selling securities pursuant to such registration statement, any controlling Person of any such selling Holder, any underwriter and Section 20(aany controlling Person of any such underwriter (each, an “Indemnitee”) of the Exchange Act)from and against, and the directorswill reimburse any Indemnitee with respect to, officers any and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of to which such Indemnitee may become subject under the Securities Act, state securities laws or based upon otherwise, and such Holder will pay to each Indemnitee, any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such Losses are caused by any untrue or alleged untrue statement of a any material fact contained in such registration statement, any Registration Statement, Prospectus prospectus contained therein or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto, or any arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading misleading, in each case to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the indemnity agreement in this Section 5.2 will not apply to amounts paid in settlement of any such Loss if such settlement is effected without, and that hat the foregoing indemnity obligation with respect to any preliminary prospectus or final prospectus (if such final prospectus has been amended or supplemented and such amendments or supplements have been furnished to such Indemnitee prior to the written confirmation of the sale involved) will not inure to the benefit of any Indemnitee on account of any Loss whatsoever arising from the sale of any Registrable Common by the Holder to any person if (A) a material fact copy of the final prospectus (as amended or supplemented if such amendments or supplements have been furnished to such Indemnitee prior to the written confirmation of the sale involved) has not been sent or given by or on behalf of such Indemnitee to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus or omitted final prospectus from any information so which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto have been furnished in writing by as aforesaid); provided further, however, that the obligations of each Holder under this Section 5.2 will be limited to an amount equal to the net proceeds to such Holder to from the Company and the Guarantors expressly for use therein. Notwithstanding the foregoingsale of Registrable Common as contemplated herein, in no event shall the unless such claim, loss, damage, liability of any selling Holder be greater in amount than or action resulted from such Holder’s Maximum Contribution Amount (as defined below)fraudulent misconduct.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company Issuers and the Guarantors in writing such information as the Company Issuers and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the CompanyIssuers, the Guarantors, their respective directors and officers and each Person, if any, who controls the Company Issuers and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses Losses are finally judicially determined caused by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company Issuers and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration StatementEach Holder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits officers, their respective directors directors, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), and the officers, directors, officers agents and partners employees of each such controlling personsPerson, to the fullest extent lawfulpermitted by applicable law, from and against any and all Losses Losses, as incurred, to the extent arising out of or based upon upon: (1) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (2) any untrue or alleged untrue statement of a material fact contained in any the 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 to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus expressly for use therein. Notwithstanding ; provided, that each Holder’s obligation to indemnify such indemnified parties shall only be to the foregoingextent of the net proceeds received by such Holder in the offering to which the Registration Statement relates, in no event shall or to the liability of any selling extent that such information relates to such Holder be greater in amount than or such Holder’s Maximum Contribution Amount proposed method of distribution of Registrable Securities as set forth in the section of the Registration Statement substantially similar to Annex A hereto or any changes to such section that are expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (as defined below3) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(b).

Indemnification by Holder. In connection with any Each Holder of securities covered by a Registration StatementStatement (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its trustees/directors and officers (including each Persontrustee/director and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (a) against any and the directorsall loss, officers liability, claim, damage, judgment and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which Registrable Securities of such Holder were registered under the Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (b) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder; and (c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.6 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) any Holder’s failure to deliver an amended or supplemental Prospectus provided to the Holder by the Company if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 3.6, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees/directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total proceeds to the Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of the Holder under the Registration Statement.

Indemnification by Holder. In connection with any Registration StatementHolder (and each permitted assignee of Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each Persondirector and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (a) against any and the directorsall loss, officers liability, claim, damage and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Holder which shall not be unreasonably withheld or delayed or otherwise in accordance with Section 2.3; and (c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (a) or (b) above; PROVIDED, HOWEVER, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 2.1 shall only apply with respect to any loss, liability, claim, damage or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (i) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing by such Holder to the Company and the Guarantors by Holder expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or (ii) Holder's failure to deliver an amended or supplemental Prospectus if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred and the Company had previously provided to the Holder such amended or supplemented Prospectus for use in connection with the offer and sale of the Registrable Securities. Notwithstanding the foregoingprovisions of this Section 2.2, Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any aggregate amount in excess of the amount of the total proceeds received by Holder or such permitted assignee, as the case may be, from sales of the Registrable Securities of Holder giving rise to such indemnification obligation, and no event Holder shall the liability be liable under this Section 2.2 for any statements or omissions of any selling Holder be greater in amount than such other Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with Each Holder shall, notwithstanding any Registration Statementtermination of this Agreement, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents, attorneys and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents, attorneys or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based upon solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or based solely upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extent, but only to the extentextent that, (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such losses are finally judicially determined by a court information relates to such Holder or such Holder’s proposed method of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement distribution of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished Registrable Securities and was reviewed and expressly approved in writing by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. In connection with any Registration StatementHolder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to Holder’s proposed method of distribution of Registrable Securities and the Guarantors was reviewed and expressly approved in writing by Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or otherwise unavailable for use by the Holder Prospectus after the Company has notified Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt by Holder of the Advice contemplated in Section 6(d). Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with any Registration StatementEach Holder registering an offering of Registrable Securities shall, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statementmaximum extent permitted by law, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorseach of its directors, their respective directors each of its officers who have signed said registration statement, and any underwriter and each Personperson, if any, who controls the Company and or the Guarantors (underwriter, within the meaning of Section 15 of the Securities Act, against any Loss to which the Company, or any such director, officer, underwriter or controlling person may be or become subject under the Act and Section 20(a) of the Exchange Act)or otherwise, and the directors, officers and partners of insofar as such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon Loss is caused by any untrue or alleged untrue statement of a any material fact contained in any Registration Statementsaid registration statement, Prospectus said prospectus, or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto, or any arises out of or is based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading each case to the extent, but only to the extent, that such losses are finally judicially determined by Loss is a court result of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission made in reliance upon and in conformity with written information furnished by the Holder for use in the preparation of the registration statement; or arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary prospectus even if, in respect to such statement, alleged statement, omission or alleged omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission is a material fact contained in copy of such final prospectus had not been sent or omitted from any information so furnished in writing by such Holder given at or prior to the Company confirmation of the sale with respect to which such Loss relates. Each Holder's obligation under this provision shall be several and the Guarantors expressly for use therein. Notwithstanding the foregoing, not joint and in no event shall exceed the liability net proceeds received on account of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)the offering to which the indemnity relates.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in SECTION 3(C)(II)-(V), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in SECTION 6(B), or (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than such Holder’s Maximum Contribution the dollar amount of the Subscription Amount (as defined below)paid by the Holder in the Subscription Agreement.

Indemnification by Holder. In connection with any Registration StatementEach Holder (and each assignee of such Holder), Prospectus or form of prospectusseverally and not jointly, any amendment or supplement theretoagrees to indemnify, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify defend and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each director and officer of the Company who signed a Registration Statement), each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act)Act and each other Holder as follows: (i) against any and all loss, liability, claim, damage, judgment and the directorsexpense whatsoever, officers and partners of such controlling personsas incurred, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, 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 arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation by any Person, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation by any Person, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission made in reliance upon and in conformity with the Holder Information or alleged omission (B) such Holder’s failure to deliver to any purchaser of a material fact contained the Registrable Securities an amended or supplemental Prospectus furnished to such Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 3.2, each Holder and any assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in or omitted from any information so furnished in writing excess of the amount of the net proceeds actually received by such Holder to or assignee, as the Company and case may be, from sales of the Guarantors expressly for use therein. Notwithstanding Registrable Securities of such Holder under the foregoing, in no event shall Registration Statement that is the liability subject of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)the indemnification claim.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(b), or (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)the dollar amount of the net proceeds received by the Holder from the offering in connection.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company Issuers and the Subsidiary Guarantors in writing such information as the Company Issuers and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the CompanyIssuers, the Subsidiary Guarantors, their respective directors and each Person, if any, who controls the Company Issuers and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company Issuers and the Subsidiary Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s 's Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration StatementTo the extent permitted by law, Prospectus Holder will, if Registrable Securities held by Holder are included in the securities as to which such registration, qualification or form of prospectuscompliance is being effected, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective each of its directors and officers, each Personunderwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company and the Guarantors (or such underwriter within the meaning of Section 15 of the Securities Act Act, and each other holder of securities included therein and each of its officers and directors and each person controlling such holder within the meaning of Section 20(a) 15 of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementsuch registration statement, Prospectus prospectus, offering circular or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusother document, or any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, and will reimburse or pay for the account of the Company, such holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred (as and when incurred) in connection with investigating or defending any such claim, loss, damage, liability or action, in the light of the circumstances under which they were made, not misleading each case to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement (or alleged untrue statement of a material fact statement) or omission (or alleged omission of a material fact contained omission) is made in such registration statement, prospectus, offering circular or omitted from any other document in reliance upon and in conformity with written information so furnished in writing by such Holder to the Company by an instrument duly executed by Holder and the Guarantors expressly stated to be specifically for use therein. Notwithstanding the foregoing; provided, in no event shall however, that the liability of any selling Holder be greater in amount than for indemnification shall not exceed the net proceeds from the offering received by Holder, unless such liability arises out of or is based on willful misconduct of Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration StatementThe Holder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsdirectors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely or in material part out of or based solely or in material part upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, Prospectus any Prospectus, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely or in material part out of or based solely or in material part upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company and that such information was reasonably relied upon by the Guarantors Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use thereinin the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the foregoingcontrary contained herein, in no event the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the liability net proceeds to such Holder as a result of any selling Holder be greater in amount than the sale of Registrable Securities pursuant to such Holder’s Maximum Contribution Amount (as defined below)Registration Statement.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus registration statement in which a the Holder is participating, such the Holder shall furnish indemnify, to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statementextent permitted by law, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Guarantorsregistration statement, their respective directors and each Personother person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, each underwriter, any officer, director, employee or agent of any such underwriter and the Guarantors (each other person, if any, who controls such underwriter within the meaning of Section 15 of the Securities Act and Section 20(aagainst any Claims to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such Claims (or actions in respect thereof) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusDocument, or insofar as any Claims are based upon the omission or alleged omission to state therein in any Registration Document a material fact required to be stated therein or necessary to make the statements thereinmade therein not misleading, and will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in the light of the circumstances under which they were madeinvestigating or defending any such claim; provided, not misleading to the extent, but only to the extenthowever, that such losses are finally judicially determined by a court indemnification or reimbursement shall be payable only if, and to the extent that, any such Claim arises out of competent jurisdiction in a final, unappealable order to have resulted solely from or is based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any Registration Document in reliance upon and in conformity with written information so furnished in writing by such Holder to the Company and by the Guarantors expressly Holder specifically for use therein. Notwithstanding in the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)preparation thereof.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Subsidiary Guarantors in writing such information as the Company and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Subsidiary Guarantors, their respective directors and each Person, if any, who controls the Company and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Subsidiary Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s 's Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus (or, in each case, any amendment or supplement thereto) or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in Section 3(b)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of written notice from the Company that the use of the applicable Prospectus may be resumed, or (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than such Holder’s Maximum Contribution the dollar amount of the Subscription Amount (as defined below)paid by the Holder in the Purchase Agreement.

Indemnification by Holder. In connection with any Registration StatementEach Holder (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, and each of its directors and officers (including each director and officer of the GuarantorsCompany who signed a Registration Statement), their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage, action, cost, judgment and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, 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 arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing, defending against or participating in (as a witness or otherwise) any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraphs (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 4.2 shall only apply with respect to any loss, liability, claim, damage, action, cost judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). Notwithstanding the foregoingprovisions of this Section 4.2, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total net proceeds to the Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of the Holder under the Registration Statement or Prospectus, as applicable, that is the subject of the indemnification claim.

Indemnification by Holder. In connection with If any Registration Statementof a selling Holder's Registrable Securities are included in a registration statement under this Agreement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participatingto the extent permitted by applicable law, such selling Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Guarantorsregistration statement, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act, any other selling Holder, any controlling Person of any such other selling Holder and each officer, director, partner, and employee of such other selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the directorsforegoing Persons may otherwise become subject under the Securities Act, officers the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in the light of or the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact had been contained in or omitted from any information so furnished in writing by such selling Holder to the Company and the Guarantors expressly for use therein. Notwithstanding in connection with such registration; provided, however, that (x) the foregoingindemnification required by this Section 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, and (y) in no event shall the liability amount of any indemnity under this Section 5(b) exceed the gross proceeds from the applicable offering received by such selling Holder. In no event shall a Holder be greater in amount than such Holder’s Maximum Contribution Amount (jointly liable with any other Holder as defined below)a result of its indemnification obligations.

Indemnification by Holder. In connection with any Registration StatementEach Holder (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, and each of its trustees and officers (including each trustee and officer of the GuarantorsCompany who signed a Registration Statement), their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act)Act and each other Holder as follows: (i) against any and all loss, liability, claim, damage, judgment and the directorsexpense whatsoever, officers and partners of such controlling personsas incurred, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, 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 arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 3.2, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees or control persons with respect to any amount in no event excess of the amount of the net proceeds actually received by such Holder or such permitted assignee, as the case may be, from sales of the Registrable Securities of such Holder under the Registration Statement that is the subject of the indemnification claim; and provided further, that the foregoing indemnification shall the liability of any selling not apply to a Holder be greater in amount than that is a governmental entity unless such Holder’s Maximum Contribution Amount (as defined below)Holder is authorized by applicable law to provide such indemnification.

Indemnification by Holder. In connection with any Registration StatementEach Holder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) the Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus any 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 to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Guarantors Holder expressly for use thereinin a Registration Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt by the Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Each Holder is participating, such Holder shall furnish severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless harmless, to the extent permitted by law, the Company, the Guarantors, their respective and each of its directors and officers (including each Persondirector and officer of the Company who signed a Registration Statement), employees, agents, Affiliates, representatives, and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against any and all Losses loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable and documented fees and disbursements of counsel), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration StatementStatement pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, Prospectus or form of prospectus preliminary Prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading (in the case of the Prospectus or any preliminary Prospectus or, in the each case, any amendment thereof or supplement thereto, in light of the circumstances under which they such statements were made), not misleading provided, however, that a Holder shall only be liable under the indemnity provided pursuant to Sections 7.2 and 7.3 with respect to any loss, liability, claim, damage, judgment or expense to the extent, but only to the extent, that such losses are finally judicially determined by a court extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing by such Holder to the Company and the Guarantors by or on behalf of such Holder expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus or any preliminary Prospectus (or, in each case, any amendment or supplement thereto). Notwithstanding the foregoingprovisions of Sections 7.1 through 7.3, in no event shall the liability aggregate amount payable by a Holder and any permitted assignee by way of any selling indemnity under Sections 7.2 and 7.3 exceed the amount of the aggregate net cash proceeds (after deducting underwriting discounts and commissions but before deducting other expenses) actually received by such Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of such Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by Holder. In connection The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any Registration Statementother Holders, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective its directors and officers and each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus Prospectus, Free Writing Prospectus, offering circular, or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusother document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in the light of the circumstances under which they were made, not misleading each case to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or omission or alleged omission of a material fact contained other document in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the Company obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and the Guarantors expressly for use therein. Notwithstanding the foregoingprovided, in no event shall further, that the liability of any such Holder shall be individual, not joint and several, for each Holder and shall be limited to the net proceeds received by such selling Holder be greater from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in amount than respect of such Holder’s Maximum Contribution Amount (as defined belowLoss or any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses Losses, as incurred, directly or indirectly caused by, related to, in connection with, arising out of or based upon upon, in the case of the Registration Statement or in any amendments thereto, any untrue or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein to make the statements not misleading, or in the case of any Registration Statement, Prospectus or form of prospectus prospectus, or in any amendment or supplement thereto thereto, or in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses Losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors directors, officers and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses Losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, any legal or other expenses incurred by the Company and the Guarantors or any such director, officer or person who controls the Company and the Guarantors in connection with any Losses. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses Losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration StatementThe Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statementfullest extent permitted by law, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall agrees to indemnify and hold harmless the Company, the Guarantors, their respective each of its officers and directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act Act) (each, a “Company Indemnitee” and Section 20(atogether with the Holder Indemnitees, each an “Indemnitee”) of the Exchange Act)against any and all losses, claims, damages, actions, liabilities, costs and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any a Registration Statement, Prospectus or form any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of prospectus the circumstances under which they were made, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, or the Holder’s plan of distribution or ownership interest, that was furnished to the Company by the Holder for use therein, or (ii) any amendment untrue statement or supplement thereto or alleged untrue statement of material fact contained in any preliminary prospectusthe Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, if and to the extent, but only to extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the extentHolder or its plan of distribution or its ownership interests, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so was furnished in writing by such Holder to the Company and by the Guarantors expressly Holder specifically for use therein. Notwithstanding ; provided, however, that the foregoing, in no event obligations of the Holder hereunder shall be limited to an amount equal to the liability net proceeds received by the Holder upon the sale of the Registrable Securities (less the aggregate amount of any selling damages which the Holder be greater has otherwise been required to pay in amount than respect of such Holder’s Maximum Contribution Amount (as defined belowlosses, claims, damages, actions, liabilities, costs and expenses or any substantially similar loss, claim, damage, action, liability, cost and expense arising from the sale of such Registrable Securities).

Indemnification by Holder. In connection with any Registration StatementHolders and their permitted assignees shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorseach of its directors, their respective directors officers and employees and each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners employees of such controlling personsPersons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, Prospectus any Prospectus, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Guarantors Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use thereinin the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the foregoingcontrary contained herein, in no event the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the liability net proceeds to such Holder as a result of any selling Holder be greater in amount than the sale of Registrable Securities pursuant to such Holder’s Maximum Contribution Amount (as defined below)Registration Statement.

Indemnification by Holder. In connection with any Registration StatementHolder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to Holder’s proposed method of distribution of Registrable Securities and the Guarantors was reviewed and expressly approved in writing by Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or otherwise unavailable for use by the Holder Prospectus after the Company has notified Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt by Holder of the Advice contemplated in Section 6(d). Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus registration statement in which a the Holder is participating, such the Holder shall will furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request requests for use in connection with any Registration Statementsuch registration statement or prospectus and, Prospectus or form of prospectusto the extent permitted by law, any amendment or supplement thereto, or any preliminary prospectus and shall will indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act)) and their respective officers, and the directors, officers partners, employees, agents and partners of such controlling persons, to the fullest extent lawful, from and representatives against all any Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, Prospectus prospectus, or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact is contained in, or such omission or alleged omission of a material fact is required to be contained in or omitted from in, any information so furnished in writing by such the Holder to the Company and the Guarantors expressly for use in such registration statement or prospectus and that such statement or omission was relied upon by the Company in preparation of such registration statement, prospectus or form of prospectus; provided, however, that the Holder shall not be liable in any such case to the extent that the Holder has furnished in writing to the Company prior to the filing of any such registration statement or prospectus or amendment or supplement thereto information expressly for use in such registration statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. Notwithstanding the foregoing, in In no event shall the liability of any selling the Holder hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by the Holder upon the sale of the Warrant Shares giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party.

Indemnification by Holder. In connection with any Registration StatementHolder (and each permitted assignee of Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each Persondirector and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which the Registrable Securities were registered under the act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.5 shall only apply with respect to any loss, liability, claim, damage or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing by such Holder to the Company and the Guarantors by Holder expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or (B) Holder's failure to deliver an amended or supplemental Prospectus provided to Holder by the Company if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 3.6, Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total proceeds to Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of Holder under the Registration Statement.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) the Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus any 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 to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and the Guarantors was reviewed and expressly approved in writing by such Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which Each Holder (on a Holder is participating, such Holder shall furnish several and not joint basis) agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each Persondirector and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (a) against any and the directorsall loss, officers liability, claim, damage and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus registration statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Holder, which consent shall not be unreasonably withheld; and (c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (a) or (b) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 2.2 shall only apply with respect to any loss, liability, claim, damage or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (i) any untrue statement or omission or alleged untrue statement of a material fact or omission made in reliance upon and in conformity with written information furnished to the Company by or alleged omission on behalf of a material fact contained such Holder expressly for use in the Registration Statement (or omitted from any information so furnished amendment thereto) or the related prospectus (or any amendment or supplement thereto), or (ii) such Holder's failure to deliver an amended or supplemental prospectus (provided such Holder was notified in writing pursuant to Section 1.5, or otherwise, of the need for an amended or supplemental Prospectus) if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 2.2, no Holder shall be required to indemnify the Company, its officers, directors or control persons with respect to any amount in excess of the amount of the total proceeds to such Holder from sales of the Registrable Securities of such Holder under the Shelf Registration Statement (after deducting the amounts already paid to the Company by such Holder or any person, if any, who controls such Holder pursuant to the Company this Section 2.2), and the Guarantors expressly no Holder shall be liable under this Section 2.2 for use therein. Notwithstanding the foregoing, in no event shall the liability any statements or omissions of any selling Holder be greater in amount than such other Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration StatementHolder (and each permitted assignee of Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Personof its trustees and officers (including each trustee and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (a) against any and the directorsall loss, officers liability, claim, damage and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Holder which shall not be unreasonably withheld or delayed or otherwise in accordance with Section 2.3; and (c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (a) or (b) above; PROVIDED, HOWEVER, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 2.1 shall only apply with respect to any loss, liability, claim, damage or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (i) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing by such Holder to the Company and the Guarantors by Holder expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or (ii) Holder's failure to deliver an amended or supplemental Prospectus if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred and the Company had previously provided to the Holder such amended or supplemented Prospectus for use in connection with the offer and sale of the Registrable Securities. Notwithstanding the foregoingprovisions of this Section 2.2, Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees or control persons with respect to any aggregate amount in excess of the amount of the total proceeds received by Holder or such permitted assignee, as the case may be, from sales of the Registrable Securities of Holder giving rise to such indemnification obligation, and no event Holder shall the liability be liable under this Section 2.2 for any statements or omissions of any selling Holder be greater in amount than such other Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(b), or (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder from the offering in connection with such Holder’s Maximum Contribution Amount (as defined below)Registration Statement.

Indemnification by Holder. In connection with The Holder will, in the event that any Registration Statementregistration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective each of its directors and officers, and each Personother selling holder and each other person, if any, who controls the Company and the Guarantors (another selling holder within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against any and all Losses arising losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusto the Registration Statement, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading, in if the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing by such Holder to the Company and by the Guarantors Holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any documented out-of-pocket legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Notwithstanding The Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the foregoing, in no event shall the liability amount of any selling Holder be greater in amount than net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statementthe case of each offering of Registrable Securities made pursuant to this Agreement, Prospectus or form each Holder of prospectusRegistrable Securities included in such offering, any amendment or supplement theretoby exercising its registration rights hereunder, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Personperson, if any, who controls the Company and the Guarantors (within the meaning of Section 15 the Securities Act, and if requested by the underwriters, each underwriter who participates in the offering and each person, who controls any such underwriter within the meaning of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners directors of such controlling persons, to any of the fullest extent lawful, foregoing from and against any and all Losses arising claims, liabilities, losses, damages, expenses and judgments, joint or several, to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse them, as and when incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as any such losses, claims, damages, liabilities or actions shall arise out of of, or shall be based upon upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto the registration statement (or in any preliminary prospectusor final prospectus included therein) or in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities, or any amendment thereof or supplement thereto, or in any document incorporated by reference therein, or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extentmisleading, but in each case only to the extent, extent that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact is contained in, or omission or alleged omission of a such material fact contained in or is omitted from any from, information so relating to such Holder furnished in writing by such Holder to the Company and the Guarantors by or on behalf of such Holder expressly for use in the preparation of such registration statement (or in any preliminary or final prospectus included therein), offering memorandum or other offering document or a document incorporated by reference in any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company and shall survive the transfer of such securities. The foregoing indemnity is in addition to any liability which such Holder may otherwise have the Company, or any of its directors, officers or controlling persons. Notwithstanding the foregoing, in no event shall the liability of any selling a Holder hereunder be greater in amount than the dollar amount of the net proceeds received by it upon the sale of the Registrable Securities pursuant to such Holder’s Maximum Contribution Amount (as defined below)offering.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Subsidiary Guarantors in writing such information as the Company and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus prospectus, and shall indemnify and hold harmless the Company, the Subsidiary Guarantors, their respective directors and each Person, if any, who controls the Company and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, extent that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by or on behalf of such Holder to the Company and the Subsidiary Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with The Holder shall, notwithstanding any Registration Statementtermination of this Agreement, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents, partners, members, stockholders or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based upon solely upon: (x) for so long as the prospectus delivery requirements of the Securities Act apply to sales by the Holder, the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or based solely upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading to the extent, but only to the extentextent that, that (1) such losses untrue statements or omissions are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted based solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any upon information so regarding the Holder furnished in writing by such Holder to the Company and by the Guarantors Holder expressly for use therein, or to the extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by the Holder of an outdated or defective Prospectus after the Holder has received written notice from the Company that the Prospectus is outdated or defective and prior to the receipt by the Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with The Holder shall, notwithstanding any Registration Statementtermination of this Agreement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls Controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents, partners, members, stockholders or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising solely out of or based upon solely upon: (x) for so long as the Company is not a Seasoned Issuer and the prospectus delivery requirements of the Securities Act apply to sales by the Holder, the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or based solely upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading to the extent, but only to the extentextent that, that (1) such losses untrue statements or omissions are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted based solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any upon information so regarding the Holder furnished in writing by such Holder to the Company and by the Guarantors Holder expressly for use therein, or to the extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Exhibit A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by the Holder of an outdated or defective Prospectus after the Company has validly notified the Holder in writing (in accordance with Section 7(b) below) that the Prospectus is outdated or defective and prior to the receipt by the Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a any material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained was made in or omitted from reliance upon and in conformity with the any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use thereintherein and shall reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration StatementHolder (and each permitted assignee of the Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each Persondirector and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage, judgment and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of the Holder were registered under the Securities Act, including all documents incorporated therein by reference, 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 arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; PROVIDED, HOWEVER, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 4.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing by such Holder to the Company and by the Guarantors Holder expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) Holder's failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 4.2, Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total proceeds to the Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of the Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Each Holder is participating, such Holder shall furnish severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its directors and officers (including each Persondirector and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Securities Exchange Act, as follows: (i) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which the Registrable Shares of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act), the General Disclosure Package, or any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), and to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Holder; and (iii) against any and all expense whatsoever reasonably incurred (including reasonable fees and disbursements of counsel) in investigating, preparing, defending or participating in (as a witness or otherwise) against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court Holder shall only be liable under the indemnity provided pursuant to Sections 7.1 through 7.3 with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in strict conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act), the General Disclosure Package (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by the Company, if required by Law to have been delivered, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of Sections 7.1 through 7.3, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the aggregate net cash proceeds received by such Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Shares of such Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by Holder. In connection with any Each Holder of securities covered by a Registration StatementStatement (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its trustees/directors and officers (including each Persontrustee/director and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage, judgment and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which Registrable Securities of such Holder were registered under the Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.6 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) any Holder's failure to deliver an amended or supplemental Prospectus provided to the Holder by the Company if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 3.6, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees/directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total proceeds to the Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of the Holder under the Registration Statement.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Subsidiary Guarantors in writing such information as the Company and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Subsidiary Guarantors, their respective directors and officers and each Person, if any, who controls the Company and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon upon, in the case of the Registration Statement or in any amendments thereto, any untrue or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein to make the statements not misleading, or in the case of any Registration Statement, Prospectus or form of prospectus prospectus, or in any amendment or supplement thereto thereto, or in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Subsidiary Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding Holder furnished in writing to the Company by Holder expressly for use therein, or to the extent that such information relates to Holder or Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by Holder of an outdated or defective Prospectus after the Company has notified Holder in writing that the Prospectus is outdated or defective and prior to the receipt by Holder of the Advice contemplated in Section 6(d). Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with any Registration StatementHolder (and each permitted assignee of Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its trustees/directors and officers (including each Persontrustee/director and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.5 shall only apply with respect to any loss, liability, claim, damage or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing by such Holder to the Company and the Guarantors by Holder expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or (B) Holder's failure to deliver an amended or supplemental Prospectus if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 3.5, Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees/directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total proceeds to Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of Holder under the Registration Statement.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) the Holder's failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus any 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 to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder's proposed method of distribution of Registrable Securities and the Guarantors was reviewed and expressly approved in writing by such Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. In connection with any Registration StatementEach Holder (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its trustees/directors and officers (including each Persontrustee/director and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.5 shall only apply with respect to any loss, liability, claim, damage or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or (B) such Holder's failure to deliver an amended or supplemental Prospectus if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 3.5, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees/directors or control persons with respect to any amount in excess of the amount of the total proceeds to such Holder or such permitted assignee, as the case may be, from sales of the Registrable Securities of such Holder under the Registration Statement, and no event Holder shall the liability be liable under Section 3.5 for any statements or omissions of any selling Holder be greater in amount than such other Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Each Holder of securities covered by a Registration StatementStatement (and each permitted assignee of such Holder, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which on a Holder is participating, such Holder shall furnish several basis) severally and not jointly agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective and each of its trustees/directors and officers (including each Persontrustee/director and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), as follows: (i) against any and the directorsall loss, officers liability, claim, damage, judgment and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which Registrable Securities of such Holder were registered under the Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation, but only or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extentextent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that such losses are finally judicially determined by a court the indemnity provided pursuant to this Section 3.6 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (A) any untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Company and the Guarantors expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or (B) any Holder’s failure to deliver an amended or supplemental Prospectus provided to the Holder by the Company if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the foregoingprovisions of this Section 3.6, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees/directors or control persons with respect to any amount in no event shall excess of the liability amount of any selling the total proceeds to the Holder be greater in amount than or such Holder’s Maximum Contribution Amount (permitted assignee, as defined below)the case may be, from sales of the Registrable Securities of the Holder under the Registration Statement.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely primarily from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon upon: (x) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), or (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder from the offering in connection with such Holder’s Maximum Contribution Amount (as defined below)Registration Statement.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Each Holder is participating, such Holder shall furnish agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the CompanyIssuer, and each of its directors and officers (including each director and officer of the GuarantorsIssuer who signed a Registration Statement), their respective directors and each Person, if any, who controls the Company and the Guarantors (Issuer within the meaning of Section 15 of the Securities Act and or Section 20(a) 20 of the Exchange Act), against any and the directorsall loss, officers liability, claim, damage and partners of such controlling personsexpense whatsoever, to the fullest extent lawfulas incurred, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement (or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto) pursuant to which such Holder’s Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; provided, however, that the indemnity provided pursuant to this Section 3.2 shall only apply with respect to any loss, liability, claim, damage or expense to the extent, but only to the extent, that such losses are finally judicially determined by a court extent arising out of competent jurisdiction in a final, unappealable order to have resulted solely from an (i) any untrue statement or omission or alleged untrue statement of a material fact or omission made in reliance upon and in conformity with written information furnished to the Issuer by or alleged omission on behalf of a material fact contained the such Holder expressly for use in any Registration Statement (or omitted from any information so furnished amendment thereto) or the related prospectus (or any amendment or supplement thereto), or (ii) such Holder’s failure to deliver an amended or supplemental prospectus (provided such Holder was notified in writing pursuant to Section 2.8, or otherwise, of the need for an amended or supplemental prospectus) if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 3.2, no Holder shall be required to indemnify the Issuer, its officers, directors or control persons with respect to any amount in excess of the amount of the net proceeds (excluding underwriter’s commission and discounts) to such Holder from sales of such Holder’s Registrable Securities under such Registration Statement (after deducting the amounts already paid to the Issuer by such Holder or any Person, if any, who controls the Holder, pursuant to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined belowthis Section 3.2).

Indemnification by Holder. In connection with any Registration StatementHolder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (i) Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus 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 to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading each case (A) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company and specifically for inclusion in the Guarantors Registration Statement or such Prospectus or (B) to the extent that (x) such untrue statements or omissions are based solely upon information regarding Holder furnished in writing to the Company by such Holder expressly for use therein, or (C) to the extent that such information relates to Holder or Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in the Registration Statement (it being understood that Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Section 4(c)(ii) through (v), the use by Holder of an outdated or defective Prospectus after the Company has notified Holder in writing that the Prospectus is outdated or defective; provided, however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors officers, agents and employees, each Person, if any, Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) 20 of the Exchange Act), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus any 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such the Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to the Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Guarantors Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and prior to the receipt by the Holder of the Advice contemplated in Section 6(d). Notwithstanding the foregoing, in In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holder. In connection with any Registration Statementthe case of each offering of Registrable Securities made pursuant to this Agreement, Prospectus or form each Holder of prospectusRegistrable Securities included in such offering, any amendment or supplement theretoby exercising its registration rights hereunder, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish agrees to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Personperson, if any, who controls the Company and the Guarantors (within the meaning of Section 15 the Securities Act, and if requested by the underwriters, each underwriter who participates in the offering and each person, who controls any such underwriter within the meaning of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners directors of such controlling persons, to any of the fullest extent lawful, foregoing from and against any and all Losses arising claims, liabilities, losses, damages, expenses and judgments, joint or several, to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse them, as and when incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as any such losses, claims, damages, liabilities or actions shall arise out of of, or shall be based upon upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto the registration statement (or in any preliminary prospectusor final prospectus included therein) or in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities, or any amendment thereof or supplement thereto, or in any document incorporated by reference therein, or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extentmisleading, but in each case only to the extent, extent that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact is contained in, or omission or alleged omission of a such material fact contained in or is omitted from any from, information so relating to such Holder furnished in writing by such Holder to the Company and the Guarantors by or on behalf of such Holder expressly for use in the preparation of such registration statement (or in any preliminary or final prospectus included therein), offering memorandum or other offering document or a document incorporated by reference in any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company and shall survive the transfer of such securities. The foregoing indemnity is in addition to any liability which such Holder may otherwise have to the Company, or any of its directors, officers or controlling persons. Notwithstanding the foregoing, in no event shall the liability of any selling a Holder hereunder be greater in amount than the dollar amount of the net proceeds received by it upon the sale of the Registrable Securities pursuant to such Holder’s Maximum Contribution Amount (as defined below)offering.