Common use of Covenants of Holders Clause in Contracts

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, supplemented if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. The liability of the Holders under the preceding indemnity shall be several and not joint.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (ai) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any pursuant to state securities commissions laws as the Company may reasonably request, (bii) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (ciii) severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, employees, agentsattorneys, representatives and affiliatesAffiliates, and each personPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of Act or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light Section 20 of the circumstances under which they were made, not misleading, if and Exchange Act to the same extent that as the foregoing indemnity from the Company to such statement or omission occurs from Holder, but only with respect to information relating to such Holder included in reliance upon and in conformity with written information regarding furnished in writing by such Holder or on such Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Shares, or any amendment or supplement thereto; provided that the liability of each Holder shall be limited to the gross proceeds received by such Holder from the sale of its Registrable Shares pursuant to any such registration statement. In case any action or proceeding shall be brought against the Company or its officers, directors, agents, employees, attorneys, representatives or Affiliates or any such controlling person, in respect of which indemnity may be sought against such Holder, its plan of distribution such Holder shall have the rights and duties given to the Company, and the Company or its ownership interestsofficers, which was furnished directors, agents, employees, attorneys, representatives or Affiliates or such controlling person shall have the rights and duties given to the Company such Holder, by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the CompanySection 8 hereof.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate -------------------- with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request. In connection with any Demand Registration Statement or any Piggyback Registration Statement, each Holder hereby agrees, (ba) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (b) to notify the Company of any sale of Registrable Shares by such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished in writing by such Indemnitee to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) previously furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, supplemented if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. The liability of the Holders under the preceding indemnity shall be several and not joint.

Covenants of Holders. Each of the Holders Holder hereby agrees (a) to cooperate with the Company and to furnish to the Company in writing all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to furnish to the Company in writing all information required to be disclosed by it in the Registration Statement pursuant to the Securities Act in order to make the information previously furnished to the Company by such Holder not misleading, (c) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two five (25) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish in writing to the Company all such information concerning its plan of distribution and ownership interests with respect required to its Registrable Shares be furnished by the Securities Act in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) so long as the Company has met its obligations under Section 2(a) hereof, to deliver or cause delivery delivery, to the extent required by all applicable federal and state securities laws, a copy of the Prospectus prospectus (as amended or supplement from time to time) contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder Holder, (c) to notify the Company of any sale of Registrable Securities by such Holder, and (cd) to indemnify the Company, its former and existing officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, Act against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus contained thereinprospectus, 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder or any underwriter, broker, dealer or agent acting for or on behalf of such Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares Registrable Shares covered by such the Registration Statement from the Holder through no fault of Holder. In the event that the Company is unable to perform any obligation hereunder because a Holder, after request by the Company, refuses to cooperate with the Company in a manner necessary for the Company to perform such obligation, any time period relating to such obligation shall be extended for the same period of time in which the Holder's failure to cooperate causes the Company's non-performance.

Covenants of Holders. Each of the Holders (severally and not jointly) hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. Notwithstanding the provisions of this Section 7, no Holder shall be required to pay as indemnification hereunder any amount in excess of the gross proceeds from the sale of Shares by such Holder which gave rise to the incurrence of such indemnification.

Covenants of Holders. Each of the Holders hereby agrees shall (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares Shares, and such other information about such Holder as is required to be included in such Registration Statement pursuant to applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act (in the case of a Resale Registration Statement only) and any applicable “blue sky” laws, rules or regulations, in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any pursuant to state securities commissions laws as the Company may reasonably request, and shall timely update all required Holder information, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement Statement, or 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, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding any Holder, or such Holder’s plan of distribution or ownership interest, which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three business days prior to the date the final Prospectus (as supplemented or amended, as the case may be), (ii) any untrue statement or alleged untrue statement of material fact contained thereinin the 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) ), or (iiiii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby severally and not -------------------- jointly agrees (a) to cooperate with the Company Companies and to furnish to the Company Companies all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company Companies may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares securities covered by such the Registration Statement from the Holder and Holder, (c) to promptly notify the Companies of any sale of Registered Securities by such Holder that results in such Holder holding less than either 10% or 5% of BI's outstanding Common Stock and upon any change in the information regarding such Holder in the Registration Statement that would require amendment of the Registration Statement and (d) to indemnify the CompanyCompanies, its their respective officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls either of the Company Companies within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the CompanyCompanies, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company Companies in writing by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company Companies to the Holder to any purchaser of the shares Securities covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, the total amount for which a Holder through no fault shall be liable under this Section 5 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the CompanyHolder's Registered Securities in such registration. The obligations of the Holders under this Section 5 shall survive the completion of any offering of Registered Securities pursuant to the Registration Statement and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders Holder hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such a Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two five (25) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (c) to notify the Company of any sale of Registrable Shares by such Holder and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders Holder hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and its ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, Act against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the a Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the or on behalf of a Holder for use therein unless such statement or omission was corrected in a writing delivered to the Company not less than two five (25) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) Prospectus or (ii) the failure by the a Holder to deliver or cause to be delivered the most current Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the CompanyHolder.

Covenants of Holders. Each of the Holders (severally and not -------------------- jointly) hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. Notwithstanding the provisions of this Section 7, no Holder shall be required to pay as indemnification hereunder any amount in excess of the gross proceeds from the sale of Shares by such Holder which gave rise to the incurrence of such indemnification.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company Companies and to furnish to the Company Companies all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company Companies may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) , any amendment or supplement thereto, to any purchaser of the shares Registrable Shares covered by such the Registration Statement from the Holder and Holder, (c) to notify the Companies of any sale of Registrable Shares by such Holder and (d) to indemnify the CompanyCompanies, its their officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company Companies within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the CompanyCompanies, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished in writing to the REIT or the Operating Company by the Holder in writing for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the REIT and the Operating Company to the Holder to any purchaser of the shares Paired Shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the REIT or the Operating Company pay in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders hereby agrees (ai) to cooperate with the Company Parent and to furnish to the Company Parent all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company Parent may reasonably request (and Parent may exclude from any registration pursuant hereto the Registrable Shares of any Holder who fails to furnish such information within a reasonable time after receiving such request), (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (cii) to indemnify the CompanyParent, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each personPerson, if any, who controls the Company Parent within the meaning of the Securities Act, and each other personPerson, if any, subject to liability because of his his, her or its connection with the CompanyParent, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company Parent in writing by the such Holder pursuant to an Investor Questionnaire or otherwise expressly for use therein unless such statement or omission was corrected in writing to Parent prior to the Company not less than two (2) business days date one day prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company).

Covenants of Holders. Each of the Holders (severally and not jointly) -------------------- hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. Notwithstanding the provisions of this Section 7, no Holder shall be required to pay as indemnification hereunder any amount in excess of the gross proceeds from the sale of Shares by such Holder which gave rise to the incurrence of such indemnification.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (c) to notify the Company of any sale of Registrable Shares by such Holder and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the - 6 - Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished in writing to the Company by the Holder for use therein unless such statement or omission was corrected therein. Notwithstanding the foregoing, (i) in writing to no event will a Holder have any obligation under this Section 6 for amounts the Company not less than two (2) business days prior to pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the date consent of the final prospectus Holder (as supplemented or amended, as the case may bewhich consent shall not be unreasonably withheld) or and (ii) the failure total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the Holder to deliver or cause to be delivered sale of the Prospectus contained Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement (as amended under this Agreement or supplemented, if applicable) furnished by otherwise and shall survive the Company to the Holder to any purchaser termination of the shares covered by such Registration Statement from the Holder through no fault of the Companythis Agreement.

Covenants of Holders. Each of the Holders hereby agrees shall (a) to cooperate with the Company and to promptly upon written request furnish to the Company all such requested information concerning its plan of distribution and ownership interests with respect to its Registrable Shares Shares, and such other information about such Holder as is required to be included in the Registration Statement pursuant to applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act and any applicable “blue sky” laws, rules or regulations, in connection with the preparation of a the Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any pursuant to state securities commissions laws as the Company may reasonably request, and shall timely update all required Holder information, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from such Holder to the Holder extent required under applicable law and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his their connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon upon: (i) any untrue statement or alleged untrue statement of material fact contained in either the Registration Statement, or 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, if and to the extent that such Registration Statement statement or omission occurs from reliance upon and in conformity with written information regarding any Holder, or such Holder’s plan of distribution or ownership interest, which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the final Prospectus (as supplemented or amended, as the case may be); (ii) any untrue statement or alleged untrue statement of material fact contained thereinin the 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its their plan of distribution or its their ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) ); or (iiiii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares Shares covered by such the Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company Company, in a timely manner, all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus prospectus 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, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 5 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 5 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate -------------------- with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request. In connection with any Demand Registration Statement or any Piggyback Registration Statement, each Holder hereby agrees, (ba) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (b) to notify the Company of any sale of Registrable Shares by such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished in writing by such Indemnitee to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) previously furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company.Holder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in

Covenants of Holders. Each of the The Holders hereby agrees agree (a) to cooperate with -------------------- the Company Companies and to furnish to the Company Companies all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Shelf Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company Companies may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Shelf Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Shelf Registration Statement from the Holder and Holders, (c) to notify the Companies of any sale of the Registrable Shares by the Holders and (d) to indemnify the CompanyCompanies, its their respective officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls either of the Company Companies within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the CompanyCompanies, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Shelf Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holders or its plan of distribution or its ownership interests, which was furnished to the Company Companies by the Holder Holders in writing for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder Holders to deliver or cause to be delivered the Prospectus prospectus contained in such the Shelf Registration Statement (as amended or supplemented, if applicable) furnished by the Company Companies to the Holder Holders to any purchaser of the shares covered by such the Shelf Registration Statement from the Holder through Holders. Notwithstanding the foregoing, (i) in no fault event will the Holders have any obligation under this Section 6 for amounts the Companies pay in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolders (which consent shall not be unreasonably withheld) and (ii) the total amount for which the Holders shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holders' Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Shelf Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish within three days to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (c) to notify the Company of any sale of Registrable Shares by such Holder at least one business day prior to such sale to ensure that no Suspension Event (as defined in Section 7) has occurred or is continuing and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder through no fault Holder. The obligations of the CompanyHolders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (c) to notify the Company of any sale of Registrable Shares by such Holder and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders (severally and not jointly) hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. Notwithstanding the provisions of this Section 6, no Holder shall be required to pay as indemnification hereunder any amount in excess of the gross proceeds from the sale of Common Shares by such Holder which gave rise to the incurrence of such indemnification.

Covenants of Holders. Each of the Holders Holder hereby agrees (a) to cooperate with the Company and to promptly furnish to the Company all such information concerning its plan of distribution and its ownership interests with respect to its Registrable Shares Shares, and all such other information required to be furnished by the Securities Act in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, Act and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, Company against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys documented in writing) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the a Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the or on behalf of a Holder for use therein unless such statement or omission was corrected in a writing delivered to the Company not less than two five (25) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) Prospectus or (ii) the failure by the a Holder or any underwriter, broker, dealer or agent acting for on behalf of such Holder to deliver or cause to be delivered the most current Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder. In connection with the preparation of a Registration Statement with respect to such Holders' Registrable Shares, the Company may distribute to the Holders one or more questionnaires or other documents (each, a "Request for Information") intended to solicit and/or update and/or confirm information with respect to each Holder through (including, without limitation, such Holder's plan of distribution and then-current beneficial ownership of shares of Common Stock). The parties hereto expressly agree that the failure by a Holder to respond to any such Request for Information within the time period established therein by the Company (which may be no fault shorter than ten (10) business days after sending such Request for Information) may, at the Company's election, be deemed either (x) a representation and warranty from such Holder to the Company that all information set forth in such Request for Information (1) is true, correct and complete in all material respects and (2) may be relied upon by the Company in preparing such Registration Statement with the same effect under this Agreement as if such information were provided directly by the Holder to the Company, or (y) a waiver of any obligation of the CompanyCompany hereunder to include such Holder's Registrable Shares in such Registration Statement.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder Holder, (c) to notify the Company of any sale of Registrable Securities by such Holder, and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him, her or it from the sale of the Holder's Registrable Shares in such registration.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish in writing to the Company all such information concerning its plan of distribution and ownership interests with respect required to its Registrable Shares be furnished by the Securities Act in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) so long as the Company has met its obligations under Section 2(a) hereof, to deliver or cause delivery delivery, to the extent required by all applicable federal and state securities laws, a copy of the Prospectus prospectus (as amended or supplement from time to time) contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder Holder, (c) to notify the Company of any sale of Registrable Securities by such Holder, and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus contained thereinprospectus, 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplementedany underwriter, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.broker,

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery from the Holder of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a any Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus contained in the any Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder Holder, and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each personperson or entity, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such a Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished in writing to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) ), or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such any Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Registerable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Registerable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company in writing by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date one day prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. (a) Each of the Holders hereby agrees (ai) to cooperate with the Company Parent and to furnish to the Company Parent all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company Parent may reasonably request, (bii) if Parent complies with its obligations to timely file the final Prospectus pursuant to Section 3(f)(v) of this Agreement, to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from such Holder if the Holder is required by the Securities Act or the rules and regulations thereunder to deliver the Prospectus in connection with the sale of shares to such purchaser; provided, however, that no delivery of the Prospectus shall be required of any Holder pursuant to this subsection (ii) if such Prospectus is deemed delivered pursuant to Rule 172 of the Securities Act, and (ciii) to indemnify the CompanyParent, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company Parent within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the CompanyParent, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (iA) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company Parent in writing by the such Holder for use therein unless such statement or omission was corrected in writing to Parent prior to the Company not less than two (2) business days date one day prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) or (iiB) if Parent complies with its obligations to timely file the final Prospectus pursuant to Section 3(f)(v) of this Agreement, the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company Parent to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of Parent if the CompanyHolder is required by the Securities Act or the rules and regulations thereunder to deliver the Prospectus in connection with the sale of shares to such purchaser; provided that, for purposes of this subsection (B), such failure shall not include in any event any deemed delivery of such Prospectus pursuant to Rule 172 of the Securities Act.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request. In connection with any Demand Registration Statement or any Piggyback Registration Statement, each Holder hereby agrees, (ba) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (b) to notify the Company of any sale of Registrable Shares by such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished in writing by such Indemnitee to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) previously furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder through Holder. Notwithstanding the foregoing, (i) in no fault of the Company.event will a

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a any Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus contained in the any Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and Holder, (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each personperson or entity, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such a Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished in writing to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) ), or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such any Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company, and (d) to not exercise the Redemption Right (as defined in the Partnership Agreement) unless a Registration Statement with respect to the Registrable Shares has been declared effective by the SEC and remains effective.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, supplemented if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. The liability of the Holders under the preceding indemnity shall be several and not joint (and shall be subject to the limits set forth in Section 11 hereof).

Covenants of Holders. Each of the Holders hereby agrees shall (a) to cooperate with the Company and to promptly upon request furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares Shares, and such other information about such Holder as is required to be included in the Registration Statement pursuant to applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act and any applicable “blue sky” laws, rules or regulations, in connection with the preparation of a the Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any pursuant to state securities commissions laws as the Company may reasonably request, and shall timely update all required Holder information, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either the Registration Statement, or 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, if and to the extent that such Registration Statement statement or omission occurs from reliance upon and in conformity with written information regarding any Holder, or such Holder’s plan of distribution or ownership interest, which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three business days prior to the date of the final Prospectus (as supplemented or amended, as the case may be), (ii) any untrue statement or alleged untrue statement of material fact contained thereinin the 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) ), or (iiiii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (ai) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any pursuant to state securities commissions laws as the Company may reasonably request, (bii) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (ciii) severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, employees, agentsattorneys, representatives and affiliatesAffiliates, and each personPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of Act or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light Section 20 of the circumstances under which they were made, not misleading, if and Exchange Act to the same extent that as the foregoing indemnity from the Company to such statement or omission occurs from Holder, but only with respect to information relating to such Holder included in reliance upon and in conformity with written information regarding furnished in writing by such Holder or on such Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Shares, or any amendment or supplement thereto; provided that the liability of each Holder shall be limited to the gross proceeds received by such Holder from the sale of its Registrable Shares pursuant to any such registration statement. In case any action or proceeding shall be brought against the Company or its officers, directors, agents, employees, attorneys, representatives or Affiliates or any such controlling person, in respect of which indemnity may be sought against such Holder, its plan of distribution such Holder shall have the rights and duties given to the Company, and the Company or its ownership interestsofficers, which was furnished directors, agents, employees, attorneys, representatives or Affiliates or such controlling person shall have the rights and duties given to the Company such Holder, by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the CompanySection 8 hereof.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 5 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 5 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder and Holder, (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, to the same extent as the indemnity contained in Section 6 against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such any Registration Statement or the Prospectus contained thereinProspectus, 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 light of the circumstances under which they were made, not misleading, if and solely to the extent that such statement or omission occurs directly from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company in writing by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date one day prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders (severally and not jointly) hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. Notwithstanding the provisions of this Section 7, no Holder shall be required to pay as indemnification hereunder any amount in excess of the gross proceeds from the sale of Shares by such Holder which gave rise to the incurrence of such indemnification.