Common use of Company Indemnification Clause in Contracts

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. Whether or not The Company will indemnify the transactions contemplated hereby are consummated, Investor and each stockholder of the Company shall indemnifywho holds Registrable Securities (if Registrable Securities held by the Investor or such other stockholder are included in the securities as to which such registration is being effected), defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling such Investor within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachto the extent permitted by applicable law, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitiesexpenses, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (i) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (ii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelysuch registration; and in each case, the "INDEMNIFIED LIABILITIES"); PROVIDEDCompany will reimburse the Investor and each such stockholder, each of its officers and directors, partners, members and each person controlling the Investor and each such stockholder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by the Investor and each such stockholder or willful misconduct controlling person, and stated to be specifically for use therein, (B) the use by the Investor or any other stockholder of an outdated or defective prospectus after the Company has notified the Investor or such Indemnified Person. The agreements other stockholder in this Section shall survive payment writing that the prospectus is outdated or defective, (C) the Investor’s or such other stockholder’s (or any other indemnified person’s) failure to send or give a copy of all the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement, or (D) any violation by the Investor or such other Obligationsstockholder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Investor or such other stockholder.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend agrees to indemnify and hold harmless the Agent-Related Persons, and each Bank Investors and each of its respective their officers, directors, shareholders, members, employees, counselpartners, agents and attorneys-in-fact (eachaffiliates and any direct or indirect investors, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitiesshareholders, obligationsofficers, lossesdirectors, damagesagents, penaltiespartners, actionsemployees, judgmentsmembers, suits, costs, charges, expenses and disbursements (including Attorney Costs) agents or affiliates of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, foregoing for loss or damage arising as a result of or related to (a) any breach by the termination Company of any of its representations or covenants set forth herein or the unenforceability or invalidity of any provision of any of the Letters Transaction Agreements other than the Investor Rights Agreement and Warrants, or (b) any cause of Credit action, suit or claim brought or made against such indemnitee (other than directly by the Company solely for breach of this Agreement, or any Transaction Agreement other than the Investor Rights Agreement and Warrants by the terminationindemnitee or by governmental or regulatory authorities), resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or and arising out of or resulting from (whether in whole or in part) the Company entering into execution, delivery, performance or enforcement of this Agreement or any other Transaction Agreement other than the Investor Rights Agreement and Warrants or any other instrument, document or agreement executed pursuant hereto or thereto or contemplated hereby or thereby (including the acquisition of the Securities, the Warrants, the Warrant Shares, the Contingent Warrants or the Contingent Shares), any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or the status of the Investor as an investor in the Company, except to the extent that such actual loss or damage results from a breach by or referred to hereinsuch indemnitee of this Agreement, or the transactions contemplated hereby, other Transaction Agreement or any other instrument, document or agreement executed pursuant hereto or thereto or contemplated hereby or thereby. If any action taken or omitted by shall be brought against any Investor in respect of which indemnity may be sought pursuant to this Agreement, such Person under or Investor shall promptly notify the Company in connection with any writing, (provided that the failure of an Investor to give notice as provided herein shall not relieve the foregoingIndemnifying Party of its obligations, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingthe extent such failure is not materially prejudicial) related to or arising out of this Agreement or and the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that and the Company shall have no obligation hereunder the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Investor. Any Investor shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Investor unless representation of such Investor by the counsel retained by the Company would be inappropriate due to actual or potential conflicting interests between such Investor and any other party represented by such counsel in such proceeding or should the Company failed promptly to assume the defense of such proceeding. The Company will not be liable to any Indemnified Person with respect to Indemnified Liabilities resulting solely from Investor under this Agreement for any settlement by an Investor effected without the gross negligence Company’s prior written consent, which shall not be unreasonably withheld or willful misconduct of such Indemnified Persondelayed. The agreements right to indemnification shall include the right to repayment of legal fees only if the indemnitee has prevailed on the merits in this Section shall survive payment a final judgment of all other Obligationsa court from which no further appeal is possible.

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company agrees to indemnify and hold harmless CF&Co, the Company shall indemnifydirectors, defend officers, partners, employees and hold the Agent-Related Persons, agents of CF&Co and each Bank and each person, if any, who (i) controls CF&Co within the meaning of its respective officersSection 15 of the Securities Act or Section 20 of the Exchange Act, directors, employees, counsel, agents and attorneys-in-fact or (each, an "INDEMNIFIED PERSON"ii) harmless is controlled by or is under common control with CF&Co (a “CF&Co Affiliate”) from and against any and all liabilities, obligations, losses, damagesclaims, penalties, actions, judgments, suits, costs, chargesliabilities, expenses and disbursements damages (including Attorney Costsincluding, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of of, any kind action, suit or nature whatsoever which may at proceeding between any time (including at any time following repayment of the Loans, the termination of the Letters of Credit indemnified parties and the termination, resignation any indemnifying parties or replacement of the Agent or replacement of between any Bank) be imposed on, incurred by or asserted against indemnified party and any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to hereinthird party, or the transactions contemplated herebyotherwise, or any action taken claim asserted), as and when incurred, to which CF&Co, or omitted by any such Person person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on any untrue statement or alleged untrue statement of a material fact contained in connection with the Registration Statement or the Prospectus, or any amendments thereto (including the information deemed to be a part of the foregoingRegistration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, including if applicable) or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with respect information furnished in writing to the Company by or on behalf of CF&Co expressly for inclusion in the Registration Statement or Prospectus. This indemnity agreement will be in addition to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, liability that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsmight otherwise have.

Company Indemnification. Whether or not The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (A) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelysuch registration; and in each case, the "INDEMNIFIED LIABILITIES"); PROVIDEDCompany will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by such Purchaser or willful misconduct controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Indemnified Person. The agreements Purchaser in this Section shall survive payment writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of all other Obligationsthe prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement.

Company Indemnification. Whether or not In the transactions contemplated hereby are consummatedevent of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company shall indemnify, defend will indemnify and hold the Agent-Related Personsharmless each Selling Holder, its partners, directors and officers and each Bank and other Person, if any, who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act (each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON"such Person being a “Covered Person”) harmless from and against any and all losses, claims, damages or liabilities, obligationsjoint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, damagesclaims, penalties, actions, judgments, suits, costs, charges, expenses and disbursements damages or liabilities (including Attorney Costsor actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person material fact contained in any way relating to Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or arising out of final prospectus contained in the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyRegistration Statement, or any action taken amendment or omitted supplement to such Registration Statement or (b) the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such Covered Person for any legal or any other expenses reasonably incurred by any such Covered Person under or in connection with investigating or defending any of the foregoingsuch loss, including with respect to any investigationclaim, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder will not be liable to any Indemnified Covered Person in any such case (x) to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in conformity with respect information furnished to Indemnified Liabilities resulting solely from the gross negligence Company, in writing, by or willful misconduct on behalf of such Indemnified Person. The agreements Covered Person specifically for use in this Section shall survive payment the preparation thereof or (y) in the case of all other Obligationsa sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act.

Company Indemnification. Whether or not The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document (including, without limitation, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) authorized by the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyfor use in connection with such Registration Statement), or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any of the foregoingsuch registration, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelyand in each case, the "INDEMNIFIED LIABILITIES"); PROVIDEDCompany will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by such Purchaser or willful misconduct controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Indemnified Person. The agreements Purchaser in this Section shall survive payment writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of all other Obligationsthe prospectus or supplement (as then amended or supplemented), if required (and not exempted, including pursuant to Rule 172 under the Securities Act (or any successor rule)) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend will indemnify and hold the Agent-Related Personsharmless each Holder, and each Bank and each of its respective Holder’s officers, directors, employeespartners, legal counsel, agents and attorneys-in-fact (eachaccountants, an "INDEMNIFIED PERSON") harmless from and each person controlling such Holder within the meaning of Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 1, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act, any underwriter, against any and all liabilitiesexpenses, obligationsclaims, losses, damages, penalties, and liabilities (or actions, judgmentsproceedings, suitsor settlements in respect of such expenses, costsclaims, chargeslosses, expenses damages, and disbursements (including Attorney Costsliabilities) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any prospectus, offering circular, or other document (including any related registration statement, notification, or similar document) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state in such document a material fact required to be stated in such document or necessary to make the transactions contemplated herebystatements in such document not misleading, or any violation by the Company of the Securities Act and any applicable state securities laws or any rule or regulation under the Securities Act or state securities laws applicable to the Company and relating to action taken or omitted by any such Person under or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, and each of the foregoingsuch Holder’s officers, including directors, partners, legal counsel, and accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with respect to investigating and defending or settling any investigationsuch claim, litigation loss, damage, liability, or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES")action; PROVIDED, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person with respect such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by such Holder or willful misconduct of underwriter and stated to be specifically for use in such Indemnified Persondocument. The agreements Parties expressly agree and acknowledge that the indemnity agreement contained in this Section shall survive payment 1.6(a) will not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability, or action if such settlement is effected without the Company’s consent (which consent will not be unreasonably withheld).

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit Loans and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to hereinLoan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"); PROVIDEDprovided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive the termination of the Aggregate Commitments and payment of all other Obligations.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend will indemnify and hold the Agent-Related Personsharmless each Holder, and each Bank and each of its respective Holder’s officers, directors, employeespartners, legal counsel, agents and attorneys-in-fact (eachaccountants, an "INDEMNIFIED PERSON") harmless from and each person controlling such Holder within the meaning of Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 1, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act, any underwriter, against any and all liabilitiesexpenses, obligationsclaims, losses, damages, penalties, and liabilities (or actions, judgmentsproceedings, suitsor settlements in respect of such expenses, costsclaims, chargeslosses, expenses damages, and disbursements (including Attorney Costsliabilities) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any prospectus, offering circular, or other document (including any related registration statement, notification, or similar document) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state in such document a material fact required to be stated in such document or necessary to make the transactions contemplated herebystatements in such document not misleading, or any violation by the Company of the Securities Act and any applicable state securities laws or any rule or regulation under the Securities Act or state securities laws applicable to the Company and relating to action taken or omitted by any such Person under or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, and each of the foregoingsuch Holder’s officers, including directors, partners, legal counsel, and accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with respect to investigating and defending or settling any investigationsuch claim, litigation loss, damage, liability, or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES")action; PROVIDED, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person with respect such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by such Holder or willful misconduct of underwriter and stated to be specifically for use in such Indemnified Persondocument. The agreements Parties expressly agree and acknowledge that the indemnity agreement contained in this Section shall survive payment 1.7(a) will not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability, or action if such settlement is effected without the Company’s consent (which consent will not be unreasonably withheld).

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by Applicable Law, the Company shall indemnify, defend will indemnify and hold harmless the Agent-Related PersonsInvestor, the partners, officers and directors of the Investor, any underwriter (as defined in the Securities Act) for the Investor and each Bank and each Person, if any, who controls the Investor or underwriter within the meaning of its respective officersthe Securities Act or the Exchange Act, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesor liabilities (joint or several) to which they may become subject under the Securities Act, actionsthe Exchange Act or other federal or state law, judgmentsinsofar as such losses, suitsclaims, costsdamages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, chargesomissions or violations (collectively, a "VIOLATION") by the Company: (A) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (C) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse the Investor, partner, officer or director, underwriter or controlling Person for any legal or other expenses and disbursements (including Attorney Costsas reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 4.7(a)(i) shall not apply to amounts paid in settlement of any kind such loss, claim, damage, liability or nature whatsoever which may at any time (including at any time following repayment of action if such settlement is effected without the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out consent of the Company entering into this Agreement or any document contemplated by or referred to herein(which consent shall not be unreasonably withheld), or nor shall the transactions contemplated hereby, or any action taken or omitted by Company be liable in any such Person under case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with any such registration by the Investor, partner, officer, director, underwriter or controlling Person of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsInvestor.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit Loans and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"); PROVIDED, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by Applicable Law, the Company shall indemnify, defend will indemnify and hold harmless the Agent-Related PersonsInvestor, the partners, officers and directors of the Investor, any underwriter (as defined in the Securities Act) for the Investor and each Bank and each Person, if any, who controls the Investor or underwriter within the meaning of its respective officersthe Securities Act or the Exchange Act, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesor liabilities (joint or several) to which they may become subject under the Securities Act, actionsthe Exchange Act or other federal or state law, judgmentsinsofar as such losses, suitsclaims, costsdamages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, chargesomissions or violations (collectively, a “VIOLATION”) by the Company: (A) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (C) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse the Investor, partner, officer or director, underwriter or controlling Person for any legal or other expenses and disbursements (including Attorney Costsas reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 4.7(a)(i) shall not apply to amounts paid in settlement of any kind such loss, claim, damage, liability or nature whatsoever which may at any time (including at any time following repayment of action if such settlement is effected without the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out consent of the Company entering into this Agreement or any document contemplated by or referred to herein(which consent shall not be unreasonably withheld), or nor shall the transactions contemplated hereby, or any action taken or omitted by Company be liable in any such Person under case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with any such registration by the Investor, partner, officer, director, underwriter or controlling Person of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsInvestor.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend agrees to indemnify and hold harmless the Agent-Related Persons, and each Bank Investors and each of its respective their officers, directors, shareholders, members, employees, counselpartners, agents and attorneys-in-fact (eachaffiliates and any direct or indirect investors, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitiesshareholders, obligationsofficers, lossesdirectors, damagesagents, penaltiespartners, actionsemployees, judgmentsmembers, suits, costs, charges, expenses and disbursements (including Attorney Costs) agents or affiliates of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, foregoing for loss or damage arising as a result of or related to (a) any breach by the termination Company of any of its representations or covenants set forth herein or the unenforceability or invalidity of any provision of any of the Letters Transaction Agreements other than the Investor Rights Agreement and Warrants, or (b) any cause of Credit action, suit or claim brought or made against such indemnitee (other than directly by the Company solely for breach of this Agreement, or any Transaction Agreement other than the Investor Rights Agreement and Warrants by the terminationindemnitee or by governmental or regulatory authorities), resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or and arising out of or resulting from (whether in whole or in part) the Company entering into execution, delivery, performance or enforcement of this Agreement or any other Transaction Agreement other than the Investor Rights Agreement and Warrants or any other instrument, document or agreement executed pursuant hereto or thereto or contemplated hereby or thereby (including the acquisition of the Securities, the Warrants, the Warrant Shares, the Contingent Warrants or the Contingent Shares), any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or the status of the Investor as an investor in the Company, except to the extent that such actual loss or damage results from a breach by or referred to hereinsuch indemnitee of this Agreement, or the transactions contemplated hereby, other Transaction Agreement or any other instrument, document or agreement executed pursuant hereto or thereto or contemplated hereby or thereby. If any action taken or omitted by shall be brought against any Investor in respect of which indemnity may be sought pursuant to this Agreement, such Person under or Investor shall promptly notify the Company in connection with any writing, (provided that the failure of an Investor to give notice as provided herein shall not relieve the foregoingIndemnifying Party of its obligations, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingthe extent such failure is not materially prejudicial) related to or arising out of this Agreement or and the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that and the Company shall have no obligation hereunder the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Investor. Any Investor shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Investor unless representation of such Investor by the counsel retained by the Company would be inappropriate due to actual or potential conflicting interests between such Investor and any other party represented by such counsel in such proceeding or should the Company failed promptly to assume the defense of such proceeding. The Company will not be liable to any Indemnified Person with respect to Indemnified Liabilities resulting solely from Investor under this Agreement for any settlement by an Investor effected without the gross negligence Company's prior written consent, which shall not be unreasonably withheld or willful misconduct of such Indemnified Persondelayed. The agreements right to indemnification shall include the right to repayment of legal fees only if the indemnitee has prevailed on the merits in this Section shall survive payment a final judgment of all other Obligationsa court from which no further appeal is possible.

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company will indemnify each Holder of Registrable Securities, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employeesstockholders, counselagents, agents attorneys and attorneys-in-fact current and former partners and members, and each person controlling any such person within the meaning of Section 15 of the Securities Act, and each Founder, with respect to which registration, qualification or compliance has been effected pursuant to this Section 1 and each underwriter, if any, and each person who controls (eachwithin the meaning of Section 15 of the Securities Act) any underwriter of the Registrable Securities held by or issuable to such Holder, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements liabilities whatsoever (including Attorney Costsor actions, proceedings or settlements in respect thereof) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other documents (including any related registration statement, notification or the Company entering into this Agreement like) incident to any such registration, qualification or any document contemplated by or referred to hereincompliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the transactions contemplated herebystatements therein not misleading, or any violation by the Company of the Securities Act or any state securities law or of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action taken or omitted by any such Person under or inaction required of the Company in connection with any such registration, qualification or compliance (any such misstatement or omission, a “Violation”), and will reimburse each such Holder, each of the foregoingits officers, including directors, stockholders, agents, attorneys and current and former partners and members, and each person who controls any such person, each Founder, each such underwriter and each person who controls any such underwriter for any legal and any other expenses reasonably incurred and as incurred in connection with respect to investigating or defending any investigationsuch claim, litigation loss, damages, cost, expense, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person with respect such claim, loss, damage, cost, expense or liability arises out of or is based on any Violation based upon written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by any Holder, Founder, underwriter or willful misconduct of other otherwise indemnified person and stated to be specifically for use in such Indemnified Personprospectus, offering circular or other document, unless such Holder, Founder or underwriter timely provided to the Company additional information to correct the previously inaccurate or incomplete information. The agreements in this Section shall survive payment of all other Obligations.TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Company Indemnification. Whether (a) The Company will indemnify and hold harmless each underwriter of Registrable Shares, each other person, if any, who controls such underwriter within the meaning of the Securities Act or not the transactions contemplated hereby are consummatedExchange Act, and Infineon, including each of the officers and directors of such underwriters, such controlling persons, and Infineon, against any losses, claims, damages or liabilities, joint or several, to which such underwriter, such controlling person or Infineon may become subject under the Securities Act, the Company shall indemnifyExchange Act, defend and hold the Agent-Related Personsstate securities or Blue Sky laws or otherwise, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, insofar as such losses, damagesclaims, penalties, actions, judgments, suits, costs, charges, expenses and disbursements damages or liabilities (including Attorney Costsor actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person material fact contained in any way relating to Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or arising out of final prospectus contained in the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyRegistration Statement, or any action taken amendment or omitted supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such underwriter, such controlling person and Infineon for any legal or any other expenses reasonably incurred by any such Person under underwriter, such controlling person or Infineon in connection with investigating or defending any of the foregoingsuch loss, including with respect to any investigationclaim, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or final prospectus, or any such amendment or supplement, in reliance upon and in conformity with respect information furnished to Indemnified Liabilities resulting solely from the gross negligence Company, in writing, by or willful misconduct on behalf of such Indemnified Person. The agreements underwriter, such controlling person or Infineon specifically for use in this Section the preparation thereof. (b) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Infineon, such underwriter or any such director, officer or controlling person, and shall survive payment the transfer of all other Obligationssuch Registrable Shares by Infineon, such underwriter or controlling person. Such indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Company.

Company Indemnification. Whether or not In the transactions contemplated hereby are consummatedevent of any registration under the Securities Act of any securities pursuant to this Section 4, the Company shall indemnify, defend will indemnify and hold harmless each Warrantholder and each other individual, corporation, partnership, trust, organization, association or other entity or individual ("Person"), if any, which controls (within the Agent-Related Personsmeaning of the Securities Act) such holder, against any losses, claims, damages or liabilities, joint or several, to which such holder or controlling Person may become subject under the Securities Act or otherwise, to the extent that such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Bank will reimburse such holder and each of its respective officerssuch controlling Person for any legal or any other expenses reasonably incurred by such holder or such controlling person in connection with investigating or defending any loss, directorsclaim, employeesdamage, counselliability or proceeding, agents and attorneys-in-fact (eachexcept insofar as any such losses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, charges, liabilities or expenses and disbursements (including Attorney Costs) of any kind result from an untrue statement or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person omission contained in any way relating information furnished in writing to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the holder expressly for use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationstherein.

Company Indemnification. Whether or not In the transactions contemplated hereby are consummatedevent of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company shall indemnify, defend will indemnify and hold the Agent-Related Personsharmless each Selling Holder, its partners, directors and officers and each Bank and other Person, if any, who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act (each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an such Person being a "INDEMNIFIED PERSONCovered Person") harmless from and against any and all losses, claims, damages or liabilities, obligationsjoint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, damagesclaims, penalties, actions, judgments, suits, costs, charges, expenses and disbursements damages or liabilities (including Attorney Costsor actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person material fact contained in any way relating to Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or arising out of final prospectus contained in the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyRegistration Statement, or any action taken amendment or omitted supplement to such Registration Statement or (b) the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such Covered Person for any legal or any other expenses reasonably incurred by any such Covered Person under or in connection with investigating or defending any of the foregoingsuch loss, including with respect to any investigationclaim, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder will not be liable to any Indemnified Covered Person in any such case (x) to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in conformity with respect information furnished to Indemnified Liabilities resulting solely from the gross negligence Company, in writing, by or willful misconduct on behalf of such Indemnified Person. The agreements Covered Person specifically for use in this Section shall survive payment the preparation thereof or (y) in the case of all other Obligationsa sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act.

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by law, the Company shall indemnifywill indemnify each Holder, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counselmembers and partners and such Holder’s legal counsel and independent accountants, agents and attorneys-in-fact (eacheach person controlling such Holder within the meaning of Section 15 of the Securities Act, an "INDEMNIFIED PERSON") harmless from with respect to whose securities registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against any and all liabilitiesexpenses, obligationsclaims, losses, damagesdamages and liabilities (or actions in respect thereof), penaltiesjoint or several, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind or nature whatsoever which may at any time litigation, (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Banki) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or (ii) any violation or alleged violation by the Company of any rule or regulation promulgated under the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under any laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, employees, members and partners and such Holder’s legal counsel and independent accountants, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of the foregoingCompany, including with respect to any investigationwhich consent shall not be unreasonably withheld, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, and that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by or willful misconduct on behalf of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsHolder and related to such Holder specifically for use therein.

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company will indemnify each Holder, the Company shall indemnifyeach of its officers, defend directors and hold the Agent-Related Personspartners, and each Bank person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of its respective officersSection 15 of the Securities Act, directorsagainst all expenses, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages and liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loanslitigation, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of the foregoingCompany, including with respect to any investigationwhich consent shall not be unreasonably withheld, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, and that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by a Holder or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsunderwriter specifically for use therein.

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company will indemnify ----------------------- each Holder, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, partners and legal counsel, agents and attorneys-in-fact (eacheach person controlling such Holder within the meaning of Section 15 of the Securities Act, an "INDEMNIFIED PERSON") harmless from with respect to which registration, qualification or compliance has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against any and all liabilitiesexpenses, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, qualification or compliance, or based on 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, or any violation by the Company of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of the foregoingits officers, including directors, partners and legal counsel and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with respect to investigating, preparing or defending any investigationsuch claim, litigation loss, damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by such Holder, controlling person or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsunderwriter and stated to be specifically for use therein.

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company shall indemnify and hold harmless such Holder, the Company shall indemnify, defend officers and hold the Agent-Related Persons, directors of such Holder and each Bank underwriter of Registrable Shares (including any broker or dealer through whom Registrable Shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of its respective officersSection 15 of the Securities Act, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesexpenses or liabilities, actionsjoint or several, judgmentsto which they or any of them may become subject under the Securities Act, suitsthe 1934 Act, costsor under any other statute or at common law or otherwise (and, chargesexcept as hereinafter provided, shall reimburse such Holder and each of the underwriters and each such officer, director and controlling person, if any, for any legal or other expenses incurred by them or any of them in connection with investigating or defending any action whether or not resulting in any liability) insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement, under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or the definitive prospectus (or the registration statement or definitive prospectus as from time to time amended or supplemented by the Company or any document incorporated by reference therein), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, unless such untrue statement or omission was made in such registration statement, preliminary prospectus or definitive prospectus in reliance upon and disbursements (including Attorney Costs) in conformity with information furnished in writing to the Company in connection herewith by such Holder or such underwriter or such officer, director and controlling person, as the case may be, expressly for use therein; provided, however, that such indemnity, insofar as it relates to any preliminary prospectus, shall not inure to the benefit of any kind underwriter from whom the person asserting such loss, claim, damage or nature whatsoever liability purchased any Registrable Shares which may at any time are the subject thereof (including at any time following repayment of or to the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement benefit of any Bank) be imposed onperson controlling such underwriter), incurred by to the extent that such loss, claim, damage or asserted against any such Person in any way relating to or arising liability arises out of the Company entering into this Agreement failure of such underwriter to send or give a copy of the final prospectus to such person at or prior to the written confirmation of the sale of such Registrable Shares to such person if such statement or omission was corrected in such final prospectus. Promptly after receipt by such Holder or any document contemplated underwriter or any officer, director or person controlling such Holder or such underwriter of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder or such underwriter, as the case may be, shall notify the Company in writing of the commencement thereof, and the Company shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel for the indemnified persons (which shall be a separate counsel for each Holder, if requested by or it), who shall be counsel satisfactory to such indemnified persons), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder and each such other indemnified person shall have the right to employ its own separate counsel in any such action in addition to any separate counsel referred to hereinabove and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company, the Company has failed to assume the defense or employ counsel satisfactory to such indemnified person, or the transactions contemplated hereby, or any action taken or omitted by named parties to any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding action (including any Insolvency Proceeding impleaded parties) include both such indemnified person and the Company (or appellate proceedingan affiliate thereof), and such indemnified person shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (or such affiliate) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that in which case the Company shall not have no obligation hereunder the right to any Indemnified Person with respect to Indemnified Liabilities resulting solely from assume the gross negligence or willful misconduct defense of such Indemnified Personaction on behalf of such indemnified person). The agreements Company shall not be liable to indemnify any person for any settlement of any such action effected without the Company's consent (which shall not be unreasonably withheld). The indemnity agreement contained in this Section 8(a) shall survive payment be in addition to any liability which the Company may otherwise have and shall remain in full force and effect regardless of all any investigation made by or on behalf of any Holder or other Obligationsindemnified person.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, each Agent and each Bank Lender and each of its their respective Affiliates, officers, directors, employees, counsel, agents agents, investment advisers, trustees and attorneys-in-fact (each, each an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (excluding costs and expenses specifically referred to in Section 11.4) which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingproceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"); PROVIDED, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that in the event that any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action which is requested of it or any other Indemnified Person, for which any Agent-Related Person or Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company in writing of such event; provided that failure to so notify the Company shall not affect the right of any Agent-Related Person or Lender to seek indemnification under this Section.

Company Indemnification. Whether or not The Company will indemnify each Investor who holds Registrable Securities (if Registrable Securities held by such Investor are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend each of its officers and hold the Agent-Related Personsdirectors and partners, and each Bank and each person controlling such Investor within the meaning of its respective officersSection 15 of the Securities Act, directorswith respect to which registration has been effected pursuant to this Agreement, employeesagainst all expenses, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and the Company will reimburse each such Investor, each of its officers and directors, and each person controlling such Investor, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Investor or controlling person, and stated to be specifically for use therein, (B) the use by Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that the prospectus is outdated or defective or (C) Investor’s (or any other indemnified person’s) failure to send or give a copy of the foregoingprospectus or supplement (as then amended or supplemented), including with respect if required, pursuant to Rule 172 under the Securities Act (or any investigation, litigation successor rule) to the Persons asserting an untrue statement or proceeding (including any Insolvency Proceeding alleged untrue statement or appellate proceeding) related alleged untrue statement or omission or alleged omission at or prior to or arising out of this Agreement or the Loans or Letters of Credit or the use written confirmation of the proceeds thereofsale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section subsection 2(e)(i) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the either Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"); PROVIDED, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive the termination of this Agreement and the payment of all other Obligations.

Company Indemnification. Whether or not The Company will indemnify each Investor who holds Registrable Securities (if Registrable Securities held by such Investor are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling such Investor within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (i) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or (ii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Investor, each of its officers and directors, partners, members and each person controlling such Investor, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Investor or controlling person, and stated to be specifically for use therein, (Y) the use by an Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that the prospectus is outdated or defective or (Z) an Investor’s (or any other indemnified person’s) failure to send or give a copy of the foregoingprospectus or supplement (as then amended or supplemented), including with respect if required, pursuant to Rule 172 under the Securities Act (or any investigation, litigation successor rule) to the Persons asserting an untrue statement or proceeding (including any Insolvency Proceeding alleged untrue statement or appellate proceeding) related alleged untrue statement or omission or alleged omission at or prior to or arising out of this Agreement or the Loans or Letters of Credit or the use written confirmation of the proceeds thereofsale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section 7.11(a) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether The Company covenants and agrees to defend, ----------------------- indemnify and save and hold harmless each Investor, together with its officers, directors, partners, shareholders, employees, trustees, affiliates (within the meaning of Rule 405 of the SEC under the Act), beneficial owners, attorneys and representatives, from and against any and all losses, costs, expenses, liabilities, claims or not the transactions contemplated hereby are consummatedlegal damages (including, without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding, whether incurred in connection with a claim against the Company shall indemnifyor a third party claim) (collectively, defend and hold "Investor Losses") up to the Agent-Related Personsamount of such Investor's original --------------- investment in the Private Placement (as set forth on Schedule A hereto) arising out of or resulting from: (i) any inaccuracy in or breach of any representation, and each Bank and each warranty, covenant or agreement made by the Company in this Agreement, any Additional Agreement or in any writing delivered pursuant to this Agreement or at the Closing; (ii) the failure of the Company to perform or observe fully any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement or any Additional Agreement; or (iii) any actual or threatened claim, suit, action or proceeding arising out of or resulting from the conduct by the Company of its Business or operations, or the Company's occupancy or use of its properties or assets, on or prior to the Closing Date; other than, with respect to an Investor. Investor Losses resulting directly from the gross negligence or willful misconduct of such Investor or any of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against or any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) affiliate within the meaning of any kind or nature whatsoever which may at any time (including at any time following repayment Rule 405 of the LoansSEC under the Act are not covered under this Section 9.1; provided, however, that, if and to the termination of the Letters of Credit and the terminationextent -------- ------- that such indemnification is unenforceable for any reason, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder make the maximum contribution to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct payment and satisfaction of such Indemnified Person. The agreements in this Section indemnified liability which shall survive payment of all other Obligationsbe permissible under applicable laws.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend and hold to the Agent-Related Personsfullest extent permitted by applicable law, each Covered Person and each Bank and each of its respective officersCovered Person’s affiliates, directors, employeestrustees, counselmembers, managers, shareholders, officers, partners, controlling persons, employees and agents (including any individual who serves at their request as director, officer, manager, partner, trustee or the like of another Person, including the Company) and/or the legal representatives and attorneys-in-fact controlling persons of any of them (each, each of the foregoing being an "INDEMNIFIED PERSON"“Indemnitee”) harmless from and against any liabilities and all liabilitiesexpenses, obligationsincluding amounts paid in satisfaction of judgments, losses, damages, in compromise or as fines and penalties, actions, judgments, suits, costs, charges, and counsel fees and expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, reasonably incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body, in which such Indemnitee may be or may have been threatened, while acting in a manner believed to be within the scope of the foregoingauthority conferred on such Indemnitee by this Agreement, including except with respect to any investigationmatter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee’s action was within the scope of authority conferred on such Indemnitee by this Agreement, litigation or proceeding (including and furthermore, in the case of any Insolvency Proceeding or appellate criminal proceeding) related , so long as such Indemnitee had no reasonable cause to or arising out of this Agreement or believe that the Loans or Letters of Credit or the use of the proceeds thereofconduct was unlawful; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that (i) no Indemnitee shall be indemnified hereunder against any liability to the Company shall have no obligation hereunder to or its Members or any Indemnified Person expense of such Indemnitee arising by reason of its willful misconduct, bad faith, gross negligence, dishonesty or reckless disregard of its duties hereunder, and (ii) with respect to Indemnified Liabilities resulting solely from any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the gross negligence or willful misconduct prosecution of such Indemnified Person. The agreements in this Section shall survive payment of all action, suit or other Obligationsproceeding by such Indemnitee was authorized by the Company.

Company Indemnification. Whether or not The Company will indemnify the transactions contemplated hereby Purchaser (if Registrable Securities held by the Purchaser are consummatedincluded in the securities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling the Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (A) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the foregoingprospectus or supplement (as then amended or supplemented), including with respect if required, pursuant to Rule 172 under the Securities Act (or any investigation, litigation successor rule) to the Persons asserting an untrue statement or proceeding (including any Insolvency Proceeding alleged untrue statement or appellate proceeding) related alleged untrue statement or omission or alleged omission at or prior to or arising out of this Agreement or the Loans or Letters of Credit or the use written confirmation of the proceeds thereofsale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section 5.3(i)(i) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by law, the Company shall indemnify, defend will indemnify and hold harmless each Security Holder, the Agent-Related Personspartners, officers, directors and shareholders of each Security Holder, legal counsel and accountants for each Security Holder, any underwriter (as defined under the Securities Act) for such Security Holder and each Bank and each Person, if any, who controls such Security Holder or underwriter within the meaning of its respective officersthe Securities Act (collectively, directors“Security Holder Indemnified Parties”), employeesagainst any losses, counselclaims, agents and attorneys-in-fact damages or liabilities (joint or several) or actions to which they may become subject under the Securities Act or any Securities Act of any other jurisdiction (collectively, “Losses”), insofar as such Losses arise out of or are based upon any of the following statements, omissions or violations (each, an "INDEMNIFIED PERSON"a “Violation”): (i) harmless from and against any and all liabilitiesuntrue statement or alleged untrue statement of a material fact contained in a Registration Document under which Registrable Securities were registered, obligationsincluding any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state in a Registration Document under which Registrable Securities were registered a material fact required to be stated therein, lossesor necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the Company (or, damageswith respect to the use of the term “Violation” in Section 2.6(b), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costsby any Security Holder) of the Securities Act or any kind or nature whatsoever which may at Securities Act of any time (including at any time following repayment of other jurisdiction in connection with the Loansoffering covered by such Registration Document, the termination of the Letters of Credit and the terminationCompany will reimburse each such Security Holder Indemnified Party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss as such expenses are incurred; provided, resignation or replacement of however, that the Agent or replacement indemnity agreement contained in this Section 2.6(a) shall not apply to, and the Company shall not be liable for, amounts paid in settlement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out Loss if such settlement is effected without the consent of the Company entering into this Agreement (which consent shall not be unreasonably withheld or any document contemplated by or referred to hereindelayed), or nor shall the transactions contemplated hereby, or any action taken or omitted by Company be liable in any such Person under case for any such Loss to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished to the Company for use in connection with such registration by or on behalf of any of Security Holder Indemnified Party; provided, further, that the foregoing, including foregoing indemnity agreement with respect to any investigationpreliminary prospectus shall not inure to the benefit of any Security Holder Indemnified Party, litigation or proceeding (including from whom the Person asserting any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or such Loss purchased shares in the Loans or Letters of Credit or the use offering, if a copy of the proceeds thereof, whether most current prospectus was not sent or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence given by or willful misconduct on behalf of such Security Holder Indemnified Party to such Person. The agreements in this Section shall survive payment , if required by law so to have been delivered, at or prior to the written confirmation of all other Obligationsthe sale of the shares to such Person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such Loss.

Company Indemnification. Whether or not The Company will indemnify each holder (if Registrable Securities held by such holder are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend each of its officers and hold the Agent-Related Personsdirectors and partners, and each Bank and each person controlling such holder within the meaning of its respective officersSection 15 of the Securities Act, directorswith respect to which registration has been effected pursuant to this Agreement, employeesagainst all expenses, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and the Company will reimburse each such holder, each of its officers and directors, and each person controlling such holder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the foregoingCompany will not be liable in any such case to the extent that any such claim, including with respect to any investigationloss, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising expense arises out of this Agreement or is based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Loans Company by an instrument duly executed by such holder or Letters of Credit or the controlling person, and stated to be specifically for use of the proceeds thereoftherein; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section subsection 2(d)(i) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or the consummation of the transactions contemplated thereby, (b) the Commitment or the Loans or the use or the proposed use of the proceeds therefrom, or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including with respect to any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out and regardless of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNIFIED PERSON; PROVIDEDprovided that such indemnity shall not, that the Company shall have no obligation hereunder as to any Indemnified Person with respect Person, be available to Indemnified Liabilities resulting solely the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. No Indemnified Person shall have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 9.5 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive payment the termination of the Commitment and the repayment, satisfaction or discharge of all other Obligations.

Company Indemnification. Whether or not The Company will indemnify each holder (if Registrable Securities held by such holder are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend each of its officers and hold the Agent-Related Personsdirectors and partners, and each Bank and each person controlling such holder within the meaning of its respective officersSection 15 of the Securities Act, directorswith respect to which registration has been effected pursuant to this Agreement, employeesagainst all expenses, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and the Company will reimburse each such holder, each of its officers and directors, and each person controlling such holder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the foregoingCompany will not be liable in any such case to the extent that any such claim, including with respect to any investigationloss, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising expense arises out of this Agreement or is based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Loans Company by an instrument duly executed by such holder or Letters of Credit or the controlling person, and stated to be specifically for use of the proceeds thereoftherein; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section subsection 5(a) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether or not The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each Person controlling such Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on: (i) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; or (ii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each Person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on: (A) any untrue statement or omission or alleged untrue statement or alleged omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling Person, and stated to be specifically for use therein; (B) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective; or (C) a Purchaser’s (or any other Indemnified Party’s) failure to send or give a copy of the foregoingprospectus or supplement (as then amended or supplemented), including with respect if required, pursuant to Rule 172 under the Securities Act (or any investigation, litigation successor rule) to the Persons asserting an untrue statement or proceeding (including any Insolvency Proceeding alleged untrue statement or appellate proceeding) related omission or alleged omission at or prior to or arising out of this Agreement or the Loans or Letters of Credit or the use written confirmation of the proceeds thereofsale of Registrable Securities to such Person if such statement or omission was corrected in such prospectus or supplement; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section 10.9(a) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Company Indemnification. Whether or not The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by the transactions contemplated hereby Purchaser are consummatedincluded in the securities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling the Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (A) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelysuch registration; and in each case, the "INDEMNIFIED LIABILITIES"); PROVIDEDCompany will reimburse each the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by the Purchaser or willful misconduct controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Indemnified Person. The agreements person if such statement or omission was corrected in this Section shall survive payment of all other Obligationssuch prospectus or supplement.

Company Indemnification. Whether or not The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (A) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the foregoingprospectus or supplement (as then amended or supplemented), including with respect if required, pursuant to Rule 172 under the Securities Act (or any investigation, litigation successor rule) to the Persons asserting an untrue statement or proceeding (including any Insolvency Proceeding alleged untrue statement or appellate proceeding) related alleged untrue statement or omission or alleged omission at or prior to or arising out of this Agreement or the Loans or Letters of Credit or the use written confirmation of the proceeds thereofsale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section 11.12(a) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether or not The Company will indemnify each holder of Registrable Securities (if Registrable Securities held by such holder are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend each of its officers and hold the Agent-Related Personsdirectors and partners, and each Bank and each person controlling such holder within the meaning of its respective officersSection 15 of the Securities Act, directorswith respect to which registration has been effected pursuant to this Agreement, employeesagainst all expenses, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and the Company will reimburse each such holder, each of its officers and directors, and each person controlling such holder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the foregoingCompany will not be liable in any such case to the extent that any such claim, including with respect to any investigationloss, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising expense arises out of this Agreement or is based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Loans Company by an instrument duly executed by such holder or Letters of Credit or the controlling person, and stated to be specifically for use of the proceeds thereoftherein; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section subsection 2(d)(i) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend agrees to indemnify and hold the Agent-Related Personsharmless Investor, and each Bank and each of its respective officers, employees, affiliates, directors, employeespartners, counselmembers, agents attorneys and attorneys-in-fact agents, and each person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an "INDEMNIFIED PERSON") harmless “Investor Indemnified Party”), from and against any and all liabilities, obligationsexpenses, losses, damages, penalties, actions, judgments, suitsclaims, costsdamages or liabilities, chargeswhether joint or several, expenses and disbursements arising out of or based upon any untrue statement (including Attorney Costsor allegedly untrue statement) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person a material fact contained in any way relating Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebystatements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action taken or omitted by any such Person under or inaction required of the Company in connection with any of such registration; and the foregoingCompany shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, including with respect to any investigationloss, litigation judgment, claim, damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with respect information furnished to Indemnified Liabilities resulting solely from the gross negligence Company, in writing, by the Investor expressly for use therein, or willful misconduct is based on the Investor’s violation of such Indemnified Person. The agreements the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in this Section shall survive payment accordance with the plan of all other Obligationsdistribution contained in the prospectus.

Company Indemnification. Whether or not The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on: (i) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; or (ii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on: (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and stated to be specifically for use therein; (B) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective; or (C) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the foregoingprospectus or supplement (as then amended or supplemented), including with respect if required, pursuant to Rule 172 under the Securities Act (or any investigation, litigation successor rule) to the Persons asserting an untrue statement or proceeding (including any Insolvency Proceeding alleged untrue statement or appellate proceeding) related alleged untrue statement or omission or alleged omission at or prior to or arising out of this Agreement or the Loans or Letters of Credit or the use written confirmation of the proceeds thereofsale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section 10.9(a) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by law, the Company shall indemnify, defend will indemnify and hold harmless Icahn Enterprises and its Affiliates (other than the Agent-Related Persons, Company) and each Bank and each Person, if any, who controls (within the meaning of the Securities Act, as defined below) Icahn Enterprises or any of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and Affiliates against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of Losses to which any kind or nature whatsoever which may at any time (including at any time following repayment of the Loansforegoing Persons may become subject, under the Securities Act of 1933, as amended (the “Securities Act”), the termination Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other federal or state law, insofar as such Losses arise out of or are based upon any of the Letters following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of Credit and a material fact contained in the terminationSchedule TO or the other Offer Documents or any exhibits or any amendments or supplements thereto, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated incorporated by reference therein; (ii) the omission or referred alleged omission to herein, state therein a material fact (other than any fact pertaining to Icahn Enterprises or any of its Affiliates (other than the Company)) required to be stated in the Schedule TO or the transactions contemplated herebyother Offer Documents or any exhibits or any amendments or supplements thereto, or any action taken document incorporated by reference therein, or omitted necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any such Person state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to Icahn Enterprises and its Affiliates (other than the Company) and each Person, if any, who controls Icahn Enterprises (or any of its Affiliates) within the meaning of the Securities Act any legal or other expenses reasonably incurred by them in connection with investigating or defending any of the foregoingsuch Losses; provided, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder not be liable in any such case for any such Losses to the extent that they arise out of or are based upon a violation that occurs in reliance upon and in conformity with written information furnished by or on behalf of Icahn Enterprises or any of its Affiliates (other than the Company) expressly for use in connection with the Tender Offer (including information incorporated by reference to any Indemnified Person filings made by Icahn Enterprises or its Affiliates (other than the Company) with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsSEC).

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by law, the Company shall indemnifywill indemnify each Holder, defend each of its officers, directors and hold the Agent-Related Personspartners and such Holder’s legal counsel and independent accountants, and each Bank person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of its respective officersSection 15 of the Securities Act, directorsagainst all expenses, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages and liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loanslitigation, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners and such Holder’s legal counsel and independent accountants, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of the foregoingCompany, including with respect to any investigationwhich consent shall not be unreasonably withheld, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, and that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by or willful misconduct on behalf of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsHolder or underwriter and stated to be specifically for use therein.

Company Indemnification. Whether or not In the transactions contemplated hereby are consummatedevent of any registration of any of the Registrable Shares under the Securities Act pursuant to this agreement, then to the extent permitted by law the Company shall indemnify, defend indemnify and hold harmless the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and Holder against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiescosts, actionsexpenses or liabilities, judgmentsjoint or several (or action in respect thereof) to which such Holder may become subject under the Securities Act, suitsthe Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages, costs, charges, expenses and disbursements or liabilities (including Attorney Costsor actions in respect thereof) arise our of or are based upon any untrue statement or alleged untrue statement of any kind material fact contained in any Registration Statement or nature whatsoever under which may at such Registrable Shares were registered under the Securities Act, any time preliminary prospectus or final prospectus contained in the Registration Statement or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (including at any time following repayment in the case of a prospectus, in light of the Loans, the termination of the Letters of Credit circumstances under which they were made) not misleading; and the termination, resignation or replacement of Company shall reimburse the Agent or replacement of Holder for any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement legal or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or other expenses reasonably incurred in connection with investigating or defending any of the foregoingsuch loss, including with respect to any investigationclaim, litigation damage, cost, expense, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES")action; PROVIDED, HOWEVER, that the Company shall have no obligation hereunder not be liable to the extent that any Indemnified Person such loss, claim, damage, cost, expense or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with respect information furnished to Indemnified Liabilities resulting solely from the gross negligence Company, in writing, by or willful misconduct on behalf of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsthe Holder.

Company Indemnification. Whether The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors, officers and employees, and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Agent may become subject, under the Securities Act or otherwise (including in settlement of any litigation), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon, in whole or in part: (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Exchange Act and the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or any roadshow as defined in Rule 433(h) under the Securities Act (a “road show”), or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; (ii) any inaccuracy in the representations and warranties of the Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each Agent is a target of its respective officers, directors, employees, counsel, agents and attorneys-in-fact or party to such investigation or proceeding); (each, an "INDEMNIFIED PERSON"iv) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out failure of the Company entering into this Agreement to perform its respective obligations hereunder or under law; and will reimburse the Agent for any document contemplated legal or other expenses reasonably incurred by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or it in connection with any of the foregoinginvestigating or defending against such loss, including with respect to any investigationclaim, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder not be liable in any such case of (i) through (iv) to the extent that any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence such loss, claim, damage, liability or willful misconduct action arises out of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.or is based upon an untrue

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit Obligations and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit the BAs or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"); PROVIDED, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. Whether or not The Company will indemnify the transactions contemplated hereby Purchaser (if Registrable Securities held by the Purchaser are consummatedincluded in the securities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling the Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (A) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the foregoingprospectus or supplement (as then amended or supplemented), including with respect if required, pursuant to Rule 172 under the Securities Act (or any investigation, litigation successor rule) to the Persons asserting an untrue statement or proceeding (including any Insolvency Proceeding alleged untrue statement or appellate proceeding) related alleged untrue statement or omission or alleged omission at or prior to or arising out of this Agreement or the Loans or Letters of Credit or the use written confirmation of the proceeds thereofsale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section 5.3(h)(i) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company agrees to indemnify and hold harmless CF&Co, the Company shall indemnifydirectors, defend officers, partners, employees and hold the Agent-Related Persons, agents of CF&Co and each Bank and each person, if any, who (i) controls CF&Co within the meaning of its respective officersSection 15 of the Securities Act or Section 20 of the Exchange Act, directors, employees, counsel, agents and attorneys-in-fact or (each, an "INDEMNIFIED PERSON"ii) harmless is controlled by or is under common control with CF&Co (a “CF&Co Affiliate”) from and against any and all liabilities, obligations, losses, damagesclaims, penalties, actions, judgments, suits, costs, chargesliabilities, expenses and disbursements damages (including Attorney Costsincluding, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of of, any kind action, suit or nature whatsoever which may at proceeding between any time (including at any time following repayment of the Loans, the termination of the Letters of Credit indemnified parties and the termination, resignation any indemnifying parties or replacement of the Agent or replacement of between any Bank) be imposed on, incurred by or asserted against indemnified party and any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to hereinthird party, or the transactions contemplated herebyotherwise, or any action taken claim asserted), as and when incurred, to which CF&Co, or omitted by any such Person person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on any untrue statement or alleged untrue statement of a material fact contained in connection the Registration Statements or the Prospectus, or any amendments thereto (including the information deemed to be a part of each Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, if applicable) or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with any information furnished in writing to the Company by or on behalf of CF&Co expressly for inclusion in the foregoing, including with respect Registration Statements or Prospectus. This indemnity agreement will be in addition to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, liability that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsmight otherwise have.

Company Indemnification. Whether or not In the transactions contemplated hereby are consummatedevent of any registration of any of ----------------------- the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company shall indemnify, defend indemnify and hold harmless the Agent-Related Personsseller of such Registrable Shares, and each Bank and each of its respective officerspartners, directors, employeesofficers and employees and any fund manager or fiduciary (which persons shall be deemed to be included in the term seller in this Section 6.1), counseleach underwriter of such Registrable Shares and each other person, agents and attorneys-in-fact (eachif any, an "INDEMNIFIED PERSON") harmless from and who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, obligationsjoint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, damagesclaims, penalties, actions, judgments, suits, costs, charges, expenses and disbursements damages or liabilities (including Attorney Costsor actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person material fact contained in any way relating to Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or arising out of final prospectus contained in the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyRegistration Statement, or any action taken amendment or omitted supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company shall reimburse such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by any such Person under seller, underwriter or controlling person in connection with investigating or defending any of the foregoingsuch loss, including with respect to any investigationclaim, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder not be liable to any Indemnified Person such seller, underwriter or controlling person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with respect information furnished to Indemnified Liabilities resulting solely from the gross negligence Company, in writing, by or willful misconduct on behalf of such Indemnified Person. The agreements seller, underwriter or controlling person specifically for use in this Section shall survive payment of all other Obligationsthe preparation thereof.

Company Indemnification. Whether The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), the Principal Purchaser, each Purchaser’s and the Principal Purchaser’s respective officers and directors, partners, members, employees and each person controlling such Purchaser and the Principal Purchaser within the meaning of Section 15 of the Securities Act (each, a “Purchaser Indemnified Party”), against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (ii) any violation by the transactions contemplated hereby are consummatedCompany of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration; and in each case, the Company shall indemnifywill reimburse each such Purchaser and Principal Purchaser, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers, agents employees and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit each person controlling such Purchaser and the terminationPrincipal Purchaser, resignation or replacement of the Agent or replacement of for any Bank) be imposed onlegal and any other expenses reasonably incurred, incurred by or asserted against any as such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to hereinexpenses are incurred, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with investigating, preparing or defending any of the foregoingsuch claim, including with respect to any investigationloss, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified such claim, loss, damage, liability or expense arises out of or is based on (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser, the Principal Purchaser or controlling person, and stated to be specifically for use therein, (B) the use by a Purchaser or the Principal Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser or Principal Purchaser in writing that the prospectus is outdated or defective or (C) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person with respect to Indemnified Liabilities resulting solely from the gross negligence if such statement or willful misconduct of omission was corrected in such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsprospectus or supplement.

Company Indemnification. Whether The Company will indemnify each Holder, each of its officers, directors and partners, legal counsel, and accountants and each person controlling such Holder within the meaning of the Securities Act or not the transactions contemplated hereby are consummatedExchange Act, the Company shall indemnifywith respect to which registration, defend and hold the Agent-Related Personsqualification, or compliance has been effected pursuant to this Section 1, and each Bank underwriter, if any, and each person who controls within the meaning of its respective officersthe Securities Act or Exchange Act any underwriter, directorsagainst all expenses, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damages, penaltiesand liabilities, joint or several (or actions, judgmentsproceedings, suits, costs, charges, expenses and disbursements (including Attorney Costsor settlements in respect thereof) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular, or other document contemplated by or referred to herein(including any related registration statement, notification, or the transactions contemplated herebylike) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws, or any rule or regulation thereunder applicable to the Company and relating to action taken or omitted by any such Person under or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, each of the foregoingits officers, including directors, partners, legal counsel, and accountants and each person controlling such Holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with respect to investigating and defending or settling any investigationsuch claim, litigation loss, damage, liability, or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person with respect such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by such Holder or willful misconduct of such Indemnified Personunderwriter and stated to be specifically for use therein. The agreements It is agreed that the indemnity agreement contained in this Section 1.8(a) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Administrative Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit Loans and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"); PROVIDEDprovided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section 15.2 shall survive payment of all other ObligationsObligations and termination of this Agreement.

Company Indemnification. Whether or not The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachto the extent permitted by applicable law, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitiesexpenses, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (i) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (ii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelysuch registration; and in each case, the "INDEMNIFIED LIABILITIES"); PROVIDEDCompany will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by such Purchaser or willful misconduct controlling person, and stated to be specifically for use therein, (B) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Indemnified Person. The agreements Purchaser in this Section shall survive payment writing that the prospectus is outdated or defective, (C) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of all other Obligationsthe prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement, or (D) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser.

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company agrees to indemnify and hold harmless CF&Co, the Company shall indemnifydirectors, defend officers, partners, employees and hold the Agent-Related Persons, agents of CF&Co and each Bank and each person, if any, who (i) controls CF&Co within the meaning of its respective officersSection 15 of the Securities Act or Section 20 of the Exchange Act, directors, employees, counsel, agents and attorneys-in-fact or (each, an "INDEMNIFIED PERSON"ii) harmless is controlled by or is under common control with CF&Co (a “CF&Co Affiliate”) from and against any and all liabilities, obligations, losses, damagesclaims, penalties, actions, judgments, suits, costs, chargesliabilities, expenses and disbursements damages (including Attorney Costsincluding, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of of, any kind action, suit or nature whatsoever which may at proceeding between any time (including at any time following repayment of the Loans, the termination of the Letters of Credit indemnified parties and the termination, resignation any indemnifying parties or replacement of the Agent or replacement of between any Bank) be imposed on, incurred by or asserted against indemnified party and any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to hereinthird party, or the transactions contemplated herebyotherwise, or any action taken claim asserted), as and when incurred, to which CF&Co, or omitted by any such Person person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on any untrue statement or alleged untrue statement of a material fact contained in connection with the Registration Statement or the Prospectus, or any amendments thereto (including the information deemed to be a part of the foregoingRegistration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, including if applicable) or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with respect information furnished in writing to the Company by or on behalf of CF&Co expressly for inclusion in the Registration Statement or Prospectus, provided further that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from any such untrue statement or alleged untrue statement, or omission or alleged omission, which was subsequently corrected and CF&Co failed to deliver a copy of the corrected Prospectus or amendment or supplement, at or prior to the confirmation of the sale of the relevant Shares. This indemnity agreement will be in addition to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, liability that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsmight otherwise have.

Company Indemnification. Whether or not The Company will indemnify the transactions contemplated hereby Purchaser who holds Registrable Securities (if Registrable Securities held by the Purchaser are consummatedincluded in the securities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling the Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (A) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelysuch registration; and in each case, the "INDEMNIFIED LIABILITIES"); PROVIDEDCompany will reimburse each the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by the Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) the Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement. The liability of the Company for indemnification under this Subsection 10.9(a) shall have no obligation hereunder not exceed the amount of net proceeds to the Purchaser of the securities sold in any such registration. This sub-clause 10.9(a) does not operate to entitle the Purchaser or other person to any Indemnified Person with indemnity, make any claim, obtain any remedy or receive any amount in respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements any matter provided for in this Section shall survive payment of all other Obligations10.2.

Company Indemnification. Whether The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its and the Principal Purchaser’s respective officers and directors, partners, members, employees and each person controlling such Purchaser and the Principal Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (ii) any violation by the transactions contemplated hereby are consummatedCompany of the Securities Act, the Exchange Act, state, provincial or territorial securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration; and in each case, the Company shall indemnifywill reimburse each such Purchaser and Principal Purchaser, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers, agents employees and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit each person controlling such Purchaser and the terminationPrincipal Purchaser, resignation or replacement of the Agent or replacement of for any Bank) be imposed onlegal and any other expenses reasonably incurred, incurred by or asserted against any as such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to hereinexpenses are incurred, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with investigating, preparing or defending any of the foregoingsuch claim, including with respect to any investigationloss, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified such claim, loss, damage, liability or expense arises out of or is based on (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser, the Principal Purchaser or controlling person, and stated to be specifically for use therein, (B) the use by a Purchaser or the Principal Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser or Principal Purchaser in writing that the prospectus is outdated or defective or (C) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person with respect to Indemnified Liabilities resulting solely from the gross negligence if such statement or willful misconduct of omission was corrected in such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsprospectus or supplement.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend will indemnify and hold the Agent-Related Personsharmless each Stockholder, and each Bank and each of its respective Stockholder’s officers, directors, employeespartners, legal counsel, agents and attorneys-in-fact (eachaccountants, an "INDEMNIFIED PERSON") harmless from and each person controlling such Stockholder within the meaning of Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 7, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act, any underwriter, against any and all liabilitiesexpenses, obligationsclaims, losses, damages, penalties, and liabilities (or actions, judgmentsproceedings, suitsor settlements in respect of such expenses, costsclaims, chargeslosses, expenses damages, and disbursements (including Attorney Costsliabilities) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any prospectus, offering circular, or other document (including any related registration statement, notification, or similar document) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state in such document a material fact required to be stated in such document or necessary to make the transactions contemplated herebystatements in such document not misleading, or any violation by the Company of the Securities Act and any applicable state securities laws or any rule or regulation under the Securities Act or state securities laws applicable to the Company and relating to action taken or omitted by any such Person under or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Stockholder, and each of the foregoingsuch Stockholder’s officers, including directors, partners, legal counsel, and accountants, and each person controlling such Stockholder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with respect to investigating and defending or settling any investigationsuch claim, litigation loss, damage, liability, or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES")action; PROVIDED, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person with respect such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by such Stockholder or willful misconduct of underwriter and stated to be specifically for use in such Indemnified Persondocument. The agreements parties expressly agree and acknowledge that the indemnity agreement contained in this Section shall survive payment 7.4(a) will not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability, or action if such settlement is effected without the Company’s consent (which consent will not be unreasonably withheld).

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend agrees to indemnify and hold harmless the Agent-Related Persons, its affiliates within the meaning of Rule 405 under the Securities Act, and each Bank and each person, if any, who controls the Agent within the meaning of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, obligationsjoint or several, to which Agent may become subject, under the Securities Act or otherwise (including in settlement of any litigation), insofar as such losses, damagesclaims, penaltiesdamages or liabilities (or actions in respect thereof) arise out of or are based upon, actionsin whole or in part an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, judgments, suits, costs, charges, expenses including the 430B Information and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any subsequent time (including pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time following repayment of pursuant to the LoansSecurities Act or the Exchange Act, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyProspectus, or any action taken amendment or omitted supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any such Person Permitted Free Writing Prospectus, or any roadshow as defined in Rule 433(h) under the Act (a “road show”), or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Agent for any reasonably incurred and documented legal or other expenses reasonably incurred by it in connection with any of the foregoinginvestigating or defending against such loss, including with respect to any investigationclaim, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder not be liable in any such case to the extent that any Indemnified Person such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified PersonCompany by Agent specifically for use in the preparation thereof. The agreements in this Section shall survive payment of all other Obligations.​

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company will indemnify each Holder, the Company shall indemnify, defend each of its officers and hold the Agent-Related Personsdirectors and partners, and each Bank and each person controlling such Holder within the meaning of its respective officersSection 15 of the Securities Act, directorswith respect to which registration has been effected pursuant to this Agreement, employeesagainst all expenses, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and the Company will reimburse each such Holder, each of the foregoingits officers and directors, including and each person controlling such Holder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with respect to investigating, preparing or defending any investigationsuch claim, litigation loss, damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by such Holder or willful misconduct of such Indemnified Person. The agreements controlling person, and stated to be specifically for use therein; provided further that the indemnity agreement contained in this Section subsection 2.7(a) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether or not (a) Purchaser hereby covenants and agrees that, for a period of six years following the transactions contemplated hereby are consummatedClosing Date, it shall cause the Company shall indemnify, defend and hold the Agent-Related Personsto, and each Bank the Company shall, maintain in its Certificate of Incorporation and by-laws provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers than are presently set forth in the Company’s Certificate of Incorporation and by-laws on the Closing Date, which provisions shall not be amended, repealed or otherwise modified for such period in any manner that would adversely affect the rights thereunder of any such individuals; provided, however, that each of its the Sellers and their respective officersAffiliates will not receive and shall not pursue any such indemnification, directorsadvancement of expenses or exculpation to the extent such indemnification, employeesadvancement of expenses or exculpation relate to (i) a breach of this Agreement, counsel(ii) a breach of any representation set forth in this Agreement by any Seller, agents or (iii) any action, change, event, condition or circumstance giving rise to an obligation to indemnify a Purchaser Indemnitee under this Agreement. To the extent that former or present directors and attorneys-in-fact officers other than the Sellers are permitted hereunder to pursue such indemnification, advancement of expenses or exculpation (each, an "INDEMNIFIED PERSON"a “Covered Person”), the following procedures shall apply: (i) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) Such director or officer must deliver notice to Purchaser of any kind claim (threatened or nature whatsoever which otherwise) that may at any time give rise to such right of indemnification, advancement of expenses or exculpation; and (including at any time following repayment of the Loans, the termination of the Letters of Credit ii) Purchaser and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder the right, upon written notice to any Indemnified Person with respect such director or officer, to Indemnified Liabilities resulting solely from participate in, and in the gross negligence absence of a conflict of interest, to assume the defense thereof at the expense of Purchaser or willful misconduct the Company. (b) Purchaser hereby covenants and agrees that, for a period of such Indemnified Person. The agreements in this six years and 90 days following the Closing Date, it shall cause the Company (or its successors) to, and the Company (or its successors) shall, maintain a Book Value of at least $10,000,000. (c) This Section 5.2 shall survive payment of all other Obligationsthe Closing and is intended to be for the benefit of, and shall be enforceable by, each Covered Person and his or her heirs and legal representatives and shall be binding on the Company and its successors and assigns.

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company agrees to indemnify and hold harmless CF&Co, the Company shall indemnifydirectors, defend officers, partners, employees and hold the Agent-Related Persons, agents of CF&Co and each Bank and each person, if any, who (i) controls CF&Co within the meaning of its respective officersSection 15 of the Securities Act or Section 20 of the Exchange Act, directors, employees, counsel, agents and attorneys-in-fact or (each, an ii) is controlled by or is under common control with CF&Co (a "INDEMNIFIED PERSONCF&Co Affiliate") harmless from and against any and all liabilities, obligations, losses, damagesclaims, penalties, actions, judgments, suits, costs, chargesliabilities, expenses and disbursements damages (including Attorney Costsincluding, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of of, any kind action, suit or nature whatsoever which may at proceeding between any time (including at any time following repayment of the Loans, the termination of the Letters of Credit indemnified parties and the termination, resignation any indemnifying parties or replacement of the Agent or replacement of between any Bank) be imposed on, incurred by or asserted against indemnified party and any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to hereinthird party, or the transactions contemplated herebyotherwise, or any action taken claim asserted), as and when incurred, to which CF&Co, or omitted by any such Person person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on any untrue statement or alleged untrue statement of a material fact contained in connection with the Registration Statement or the Prospectus, or any amendments thereto (including the information deemed to be a part of the foregoingRegistration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, including if applicable) or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with respect information furnished in writing to the Company by or on behalf of CF&Co expressly for inclusion in the Registration Statement or Prospectus. This indemnity agreement will be in addition to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, liability that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsmight otherwise have.

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedfullest extent permitted by law, the Company shall indemnify, defend will indemnify and hold the Agent-Related Personsharmless each Selling Holder, and each Bank and each of its respective officerspartners, directors, employeesofficers, counsel, employees and agents and attorneys-in-fact each other Person, if any, who controls such Selling Holder (eachwithin the meaning of the Securities Act or the Exchange Act) and each such controlling Person's partners, an directors, officers, employees and agents (each such Person being a "INDEMNIFIED PERSONCovered Person") harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, actionscosts (including, judgmentswithout limitation, suitsreasonable attorneys' fees) and expenses (collectively, costs"Losses" and individually a "Loss"), chargesjoint or several, expenses and disbursements to which such Covered Person may become subject, insofar as such Losses (including Attorney Costsor actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person material fact contained in any way relating to Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or arising out of final prospectus contained in the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyRegistration Statement, or any action taken amendment or omitted supplement to such Registration Statement or (b) the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such Covered Person for any legal or any other expenses reasonably incurred by any such Covered Person under or in connection with investigating or defending any of the foregoingsuch Loss or action; provided, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder will not be liable to any Indemnified Covered Person in any such case (x) to the extent that any such Loss arises out of or is based upon any untrue statement or omission made in such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in conformity with respect information furnished to Indemnified Liabilities resulting solely from the gross negligence Company, in writing, by or willful misconduct on behalf of such Indemnified Person. The agreements Covered Person or the Selling Holder specifically for use in this Section shall survive payment the preparation thereof or (y) in the case of all other Obligationsa sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such Loss, in any case in which such delivery is required by the Securities Act.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, the Arranger, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. Whether or not The Company will indemnify the transactions contemplated hereby are consummatedPurchaser, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling the Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (A) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelysuch registration; and in each case, the "INDEMNIFIED LIABILITIES"); PROVIDEDCompany will reimburse the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by the Purchaser or willful misconduct controlling person, and stated to be specifically for use therein, (Y) the use by the Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) the Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Indemnified Person. The agreements person if such statement or omission was corrected in this Section shall survive payment of all other Obligationssuch prospectus or supplement.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall COMPANY agrees to indemnify, defend defend, and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") EI harmless from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, judgmentsdemands, suits, and costs, charges, including reasonable attorneys' fees and expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any third party claims related to the COMPANY Intellectual Property, and/or as a result of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out performance of the Services provided under this Agreement by COMPANY or its employees, independent contractors or subcontractors and agents ("COMPANY Indemnified Claims"). Acts for which COMPANY shall indemnify EI include, but shall not be limited to, representations or obligations undertaken on behalf of EI concerning the Loans or Letters of Credit or Services to customers which exceed the use scope of the proceeds thereofServices as set forth in this Agreement; any act or omission in violation of any applicable government statutes, whether laws, rules and regulations or not industry rules and regulations. In addition, COMPANY agrees to defend EI against, and pay the amount of any adverse final judgment or settlement to which COMPANY consents resulting from, any third party claim(s) ("Indemnified Person is a party thereto (all the foregoing, collectively, the IP Claims"INDEMNIFIED LIABILITIES"); PROVIDED, ) that the Company COMPANY Intellectual Property and/or COMPANY's provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that COMPANY is notified promptly in writing of the Indemnified IP Claim and has sole control over its defense and settlement, and EI provides reasonable assistance in the defense and/or settlement of such claim. EI reserves the right to control the defense of any COMPANY Indemnified Claim and to conduct all proceedings or negotiations in connection therewith, and if it so undertakes, all other proceedings or negotiations to settle or defend any such COMPANY Indemnified Claim shall be at EI' expense, provided that (i) COMPANY shall have no obligation hereunder the right to approve of any settlement of any such COMPANY Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of Claim; such Indemnified Person. The agreements in this Section approval shall survive not be unreasonably withheld, and (ii) EI shall be responsible for payment of all attorneys' fees incurred by EI after it has exercised its right to control the defense. COMPANY shall pay any and all CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. expenses and other Obligationsreasonable costs incurred by EI arising in connection with its obligations under this Section 7(a) promptly upon demand.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank harmless Provider and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact Related Parties (as defined below) (each, an "INDEMNIFIED PERSON"“Indemnified Party”) harmless from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, judgmentsdamages and liabilities, suitsjoint or several, coststo which such Indemnified Party may become subject under any applicable statute, chargeslaw, expenses and disbursements (including Attorney Costs) of ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment or decree, made by any kind third party or nature whatsoever which may at any time (including at any time following repayment of the Loansotherwise, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into Consulting Services or other matters referred to in or contemplated by this Agreement or any document the performance by such Indemnified Party of the Consulting Services or other matters referred to or contemplated by this Agreement, and the Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for or referred to herein, defense of any pending or the transactions contemplated herebythreatening claim, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereoftherefrom, whether or not any such Indemnified Person Party is a party thereto (all thereto. The Company will not be liable under the foregoingforegoing indemnification provision to the extent that any loss, collectivelyclaim, the "INDEMNIFIED LIABILITIES"); PROVIDEDdamage, that the Company shall liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely resulted from the gross negligence or willful misconduct of such Indemnified PersonParty. The agreements in reimbursement and indemnity obligations of the Company, under this Section 6 shall survive payment be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliate of all Provider and any Related Party or controlling persons (if any), as the case may be, of Provider and any such affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, Provider, any such affiliate and any such Related Party or other Obligationsperson.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall will indemnify, defend and hold to the Agent-Related Persons----------------------- fullest extent permitted by law, and each Bank and Holder (which term, for purposes of this Section 4.6, shall be deemed to include Other Holders who include shares in a registration), its Affiliates, each of its respective and its Affiliates' officers, directors, employees, counsel, agents agents, representatives and attorneys-in-fact (eachpartners, an "INDEMNIFIED PERSON") harmless from and each person controlling within the meaning of Section 15 of the Securities Act or Section 20 the Exchange Act, such Holder or its Affiliates, participating in any registration, qualification, or compliance effected pursuant to this Section 4 with respect to Registrable Securities held by such Holder, each person controlling the Company who is not participating in such registration, qualification or compliance and each underwriter, if any, and each person who controls any underwriter, against any and all liabilities, obligationsclaims, losses, damages, penaltiescosts (including, actionswithout limitation, judgments, suits, costs, chargescosts of investigation and reasonable attorneys' fees and disbursements, expenses and disbursements liabilities (or actions in respect thereof collectively "Losses"), including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever threatened, to which they may at any time (including at any time following repayment of become subject under the LoansSecurities Act, the termination of the Letters of Credit and the terminationExchange Act, resignation or replacement of the Agent other federal or replacement of any Bank) be imposed onstate law, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other similar document contemplated by or referred to herein(including any related registration statement, notification, or the transactions contemplated herebylike) incident to any such registration, qualification or compliance, or based on any action taken omission (or omitted alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or (ii) any violation by the Company of any such Person under federal, state, or common law rule or regulation applicable to the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, each of its Affiliates and its and its Affiliates' officers, directors, employees, counsel, agents, representatives and partners, and each person controlling such Holder or its Affiliates, each such person controlling the foregoingCompany who is not participating in such registration, including qualification or compliance, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with respect to investigating or defending any investigationLosses, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofas incurred, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, provided that the Company shall have no obligation hereunder will not be liable to such Holder in any Indemnified Person such case to the extent that any such Losses arise out of or are based on any untrue statement or omission, made in reliance on and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of Company expressly for use in the registration statement by such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsHolder.

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by law, the Company shall indemnify, defend ----------------------- will indemnify and hold harmless each Holder, the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counselpartners, agents and attorneys-in-fact employees of each Holder, any underwriter (eachas defined in the 0000 Xxx) for such Holder, an "INDEMNIFIED PERSON") harmless from and each person, if any, who controls such Holder or underwriter within the meaning of the 1933 Act or the 1934 Act, against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesor liabilities (joint or several) to which they may become subject under the 1933 Act, actionsthe 1934 Act or other federal or state law, judgmentsinsofar as such losses, suitsclaims, costsdamages, chargesor liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any state securities law. The Company will reimburse each such Holder, officer, director, partner, agent, employee, underwriter or controlling person for any legal or other expenses and disbursements (including Attorney Costsreasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, or action. The indemnity agreement contained in this Section 1.8(a) shall not apply to amounts paid in settlement of any kind loss, claim, damage, liability, or nature whatsoever which may at any time (including at any time following repayment of action if such settlement is effected without the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out consent of the Company entering into this Agreement or which consent shall not be unreasonably withheld, nor shall the Company be liable to a Holder in any document contemplated by or referred to hereinsuch case for any such loss, claim, damage, liability, or action (i) to the transactions contemplated hereby, extent that it arises out of or any action taken is based upon a Violation which occurs in reliance upon and in conformity with written information furnished (or omitted by any such Person under or to be furnished) expressly for use in connection with such registration by or on behalf of such Holder, underwriter or controlling person or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder), if such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the foregoing, including with respect final or amended prospectus at or prior to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use confirmation of the proceeds thereofsale of the Registrable Securities to the person asserting any such loss, whether claim, damage or not liability in any Indemnified Person case where such delivery is a party thereto (all required by the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsSecurities Act.

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by law, the Company shall indemnify, defend will indemnify and hold harmless each Holder, the Agent-Related Personspartners, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each Bank and each person, if any, who controls such Holder or underwriter within the meaning of its respective officersthe Securities Act or the Securities Exchange Act of 1934, directorsas amended, employees(the “1934 Act”), counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesor liabilities (joint or several) to which they may become subject under the Securities Act, actionsthe 1934 Act or other federal or state law, judgmentsinsofar as such losses, suitsclaims, costsdamages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, chargesomissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses and disbursements (including Attorney Costs) as reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 3.8.1 shall not apply to amounts paid in settlement of any kind such loss, claim, damage, liability or nature whatsoever which may at any time (including at any time following repayment of action if such settlement is effected without the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out consent of the Company entering into this Agreement or any document contemplated by or referred to herein(which consent shall not be unreasonably withheld), or nor shall the transactions contemplated hereby, or any action taken or omitted by Company be liable in any such Person under case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with any of the foregoingsuch registration by such Holder, including with respect to any investigationpartner, litigation officer, director, underwriter or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct controlling person of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsHolder.

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by Applicable Law, the Company shall indemnify, defend will indemnify and hold harmless the Agent-Related PersonsInvestor, the partners, officers and directors of the Investor, any underwriter (as defined in the Securities Act) for the Investor and each Bank and each Person, if any, who controls the Investor or underwriter within the meaning of its respective officersthe Securities Act or the Exchange Act, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesor liabilities (joint or several) to which they may become subject under the Securities Act, actionsthe Exchange Act or other federal or state law, judgmentsinsofar as such losses, suitsclaims, costsdamages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, chargesomissions or violations (collectively, a "Violation") by the Company: (A) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (C) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse the Investor, partner, officer or director, underwriter or controlling Person for any legal or other expenses and disbursements (including Attorney Costsas reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 4.7(a)(i) shall not apply to amounts paid in settlement of any kind such loss, claim, damage, liability or nature whatsoever which may at any time (including at any time following repayment of action if such settlement is effected without the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out consent of the Company entering into this Agreement or any document contemplated by or referred to herein(which consent shall not be unreasonably withheld), or nor shall the transactions contemplated hereby, or any action taken or omitted by Company be liable in any such Person under case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with any such registration by the Investor, partner, officer, director, underwriter or controlling Person of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsInvestor.

Company Indemnification. Whether or not In the transactions contemplated hereby are consummatedevent of any registration of any securities under the Securities Act pursuant to this Section 13, the Company shall indemnify, defend will indemnify and hold the Agent-Related Personsharmless each offering Eligible Holder, each underwriter of such securities and each Bank and each other Person, if any, who controls such Eligible Holder, or such underwriter within the meaning of its respective officersthe Securities Act, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesor liabilities, actionsjoint or several, judgmentsto which such Eligible Holder, suitssuch underwriter or such controlling Person may become subject under the Securities Act or otherwise, costsinsofar as such losses, chargesclaims, expenses and disbursements damages, or liabilities (including Attorney Costsor actions in respect thereof) arise out of or are based upon any untrue statement of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person material fact contained in any way relating to registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyfinal prospectus contained therein, or any action taken amendment or omitted restatement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse such Eligible Holder, such underwriter and each such controlling Person for any legal and any other expenses reasonably incurred by any such Eligible Holder, such underwriter, or such controlling Person under or in connection with investigating or defending any of the foregoingsuch loss, including with respect to any investigationclaim, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder will not be liable in any such case to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.extent

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Administrative Agent -Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON"“Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit Loans and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to hereinLoan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Indemnified Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"“Indemnified Liabilities”); PROVIDED, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to (a) items of the types described in subsection 11.04(a) for which the Company is obligated to indemnify only Bank of America and its affiliates (including the Arranger) or (b) Indemnified Liabilities to the extent resulting solely from the gross negligence or willful misconduct of such Indemnified Person, from the breach by such Indemnified Person of Section 11.09 or from disputes among the Banks. The agreements in this Section 11.05 shall survive payment of all other Obligations. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnified Person have any liability for any indirect, consequential, special or punitive damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.05 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive payment the resignation of the Administrative Agent, the replacement of any Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Company Indemnification. Whether or not From and after the transactions contemplated hereby are consummatedClosing, the Company shall indemnify, defend and hold harmless each Purchaser and its Affiliates (and the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents partners and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) members of any kind or nature whatsoever which may at any time (including at any time following repayment each of the Loans, the termination of the Letters of Credit foregoing) against and the termination, resignation from all Damages incurred or replacement of the Agent or replacement of any Banksuffered by such Persons: (a) be imposed on, incurred caused by or asserted against any such Person in any way relating to or arising out of or resulting from the Company entering into or its Subsidiary's breach of any of the Company's covenants or agreements contained in Article IX; (b) caused by or arising out of or resulting from any breach of any representation or warranty made by the Company contained in Article VII of this Agreement, as of the Closing Date, as if made on such date, except for any representation and warranty which speaks as of a particular date, in which case, as of such particular date, or in the certificate delivered by the Company at Closing pursuant to Section 6.3(a); (c) caused by or arising out of or resulting from any Proceeding brought by any shareholders of the Company (including any derivative actions), any Governmental Authorities or any other third party relating to the Company's authorization and execution of this Agreement, the Original Agreement or any document agreement or instrument contemplated by this Agreement, the Original Agreement or referred to hereinthe performance of the Transactions; or (d) solely until such time as the Notes have been fully converted into Common Stock, caused by or arising out of in connection with, or as a result of (i) the transactions execution or delivery of this Agreement, the Original Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions, (ii) the use of the proceeds of the Notes purchased hereunder, including the development and operation of the Xxxxxxxx Project, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any action taken of its Subsidiaries, or omitted by any such Person under Environmental Liability related in any way to the Company or in connection with any of its Subsidiaries, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including with respect to whether based on contract, tort or any investigation, litigation or proceeding (including other theory and regardless of whether any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person Indemnitee is a party thereto thereto, even if such Damages are caused in whole or in part by the negligence (all whether sole, joint, or concurrent), strict liability, or other legal fault of any Indemnified Person, but excepting in each case Damages against which the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that Purchasers would be required to indemnify the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from under Section 11.1(a) at the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationstime the claim notice is presented by the Purchasers.

Company Indemnification. Whether or not The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (A) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any of the foregoingsuch registration, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelyand in each case, the "INDEMNIFIED LIABILITIES"); PROVIDEDCompany will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by such Purchaser or willful misconduct controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Indemnified Person. The agreements Purchaser in this Section shall survive payment writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of all other Obligationsthe prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or the consummation of the transactions contemplated thereby, (b) the Commitment or the Loans or the use or the proposed use of the proceeds therefrom, or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including with respect to any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out and regardless of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnified Person; PROVIDEDprovided that such indemnity shall not, that the Company shall have no obligation hereunder as to any Indemnified Person with respect Person, be available to Indemnified Liabilities resulting solely the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. No Indemnified Person shall have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 9.5 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive payment the termination of the Commitment and the repayment, satisfaction or discharge of all other Obligations.

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company will indemnify each Holder, the Company shall indemnifyeach of its officers, defend directors and hold the Agent-Related Personspartners, and each Bank person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of its respective officersSection 15 of the Securities Act, directorsagainst all expenses, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages and liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loanslitigation, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of the foregoingCompany, including with respect to any investigationwhich consent shall not be unreasonably withheld, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, and that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by a Holder or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsunderwriter specifically for use therein.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend agrees to indemnify and hold harmless the Agent-Related Persons, and each Bank Agent and each of its respective directors, officers, directorsand employees and each person, employeesif any, counselwho controls the Agent within the meaning of Section 15 of the U.S. Securities Act or Section 20(a) of the Exchange Act, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all losses (other than loss of profits), liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, charges, damages and expenses and disbursements whatsoever as incurred (including Attorney Costs) of without limitation, reasonable and documented attorneys’ fees and any kind and all reasonable expenses whatsoever incurred in investigating, preparing or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted defending against any such Person in any way relating to litigation, commenced or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebythreatened, or any action taken claim whatsoever, and any and all amounts paid in settlement of any claim or omitted by any such Person under litigation), joint or in connection with several, to which they or any of them may become subject under the foregoingU.S. Securities Act, including with the Exchange Act, Canadian Securities Laws or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of, are based upon or are caused or incurred, whether directly or indirectly, by reason of any (i) untrue statement or alleged untrue statement of a material fact contained in the Prospectus or (ii) the omission or alleged omission to any investigationstate therein a material fact required to be stated therein or necessary to make the statements therein, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or in the Loans or Letters of Credit or the use light of the proceeds thereofcircumstances under which they were made, whether or not any Indemnified Person is a party thereto (all the foregoingmisleading; provided, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission or misrepresentation or alleged misrepresentation made in the Prospectus in reliance upon and in strict conformity with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsAgent Information.

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by law, the Company shall indemnify, defend will indemnify and hold harmless each Holder, the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counselpartners, agents and attorneys-in-fact employees of each Holder, any underwriter (eachas defined in the Securities Act) for such Holder, an "INDEMNIFIED PERSON") harmless from and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any and all liabilities, obligations, losses, damagesclaims, penaltiesdamages or liabilities (joint or several) to which any of them may become subject under the Securities Act, actionsthe Exchange Act, judgmentsother federal or state law or otherwise, suitsand to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, costsor defending any action or proceeding, chargesinsofar as such losses, expenses and disbursements claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (a "VIOLATION"): (a) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement under which Registrable Securities were registered, including Attorney Costsany preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (c) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law. The indemnity provisions in this Section 8.1 shall not apply to amounts paid in settlement of any kind loss, claim, damage, liability or nature whatsoever which may at any time (including at any time following repayment of action if such settlement is effected without the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out consent of the Company entering into this Agreement or any document contemplated by or referred (which consent shall not be unreasonably withheld), nor shall the Company be liable to herein, or the transactions contemplated hereby, or any action taken or omitted by a Holder in any such Person under case for any such loss, claim, damage, liability or action (i) to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of such Holder, underwriter or controlling person or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder) such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the foregoing, including with respect final or amended prospectus at or prior to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use confirmation of the proceeds thereofsale of the Registrable Securities, whether as the case may be, to the person asserting any such loss, claim, damage or not liability in any Indemnified Person case where such delivery is a party thereto (all required by the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsSecurities Act.

Company Indemnification. Whether or not The Company will indemnify the transactions contemplated hereby Purchaser (if Registrable Securities held by the Purchaser are consummatedincluded in the securities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling the Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (A) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (x) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Purchaser or controlling person, and stated to be specifically for use therein, (y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the foregoingprospectus or supplement (as then amended or supplemented), including with respect if required, pursuant to Rule 172 under the Securities Act (or any investigation, litigation successor rule) to the Persons asserting an untrue statement or proceeding (including any Insolvency Proceeding alleged untrue statement or appellate proceeding) related alleged untrue statement or omission or alleged omission at or prior to or arising out of this Agreement or the Loans or Letters of Credit or the use written confirmation of the proceeds thereofsale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDfurther, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements indemnity agreement contained in this Section 5.3(h)(i) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall each Credit Party hall indemnify, defend and hold the Agent-Related Persons, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company a Credit Party entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"); PROVIDEDprovided, that the Company no Credit Party shall have no any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from which have been finally determined by a court of competent jurisdiction to be the direct and sole result of the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall COMPANY agrees to indemnify, defend defend, and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") EI harmless from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, judgmentsdemands, suits, and costs, charges, including reasonable attorneys' fees and expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any third party claims related to the COMPANY Intellectual Property, and/or as a result of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out performance of the Services provided under this Agreement by COMPANY or its employees, independent contractors or subcontractors and agents ("COMPANY Indemnified Claims"). Acts for which COMPANY shall indemnify EI include, but shall not be limited to, representations or obligations undertaken on behalf of EI concerning the Loans or Letters of Credit or Services to customers which exceed the use scope of the proceeds thereofServices as set forth in this Agreement; any act or omission in violation of any applicable government statutes, whether laws, rules and regulations or not industry rules and regulations. In addition, COMPANY agrees to defend EI against, and pay the amount of any adverse final judgment or settlement to which COMPANY consents resulting from, any third party claim(s) ("Indemnified Person is a party thereto (all the foregoing, collectively, the IP Claims"INDEMNIFIED LIABILITIES"); PROVIDED, ) that the Company COMPANY Intellectual Property and/or COMPANY's provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that COMPANY is notified promptly in writing of the Indemnified IP Claim and has sole control over its defense and settlement, and EI provides reasonable assistance in the defense and/or settlement of such claim. EI reserves the right to control the defense of any COMPANY Indemnified Claim and to conduct all proceedings or negotiations in connection therewith, and if it so undertakes, all other proceedings or negotiations to settle or defend any such COMPANY Indemnified Claim shall be at EI' expense, provided that (i) COMPANY shall have no obligation hereunder the right to approve of any settlement of any such COMPANY Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of Claim; such Indemnified Person. The agreements in this Section approval shall survive not be unreasonably withheld, and (ii) EI shall be responsible for payment of all attorneys' fees incurred by EI after it has exercised its right to control the defense. COMPANY shall pay any and all expenses and other Obligationsreasonable costs incurred by EI arising in connection with its obligations under this Section 7(a) promptly upon demand.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend indemnify and hold harmless, to the Agent-Related Personsfullest extent permitted by law, each seller of Registrable Securities, any underwriter for such registration and each Bank and each person or entity, if any, controlling such seller or underwriter within the meaning of its respective officersthe Securities Act or the Exchange Act against all losses, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, charges, liabilities and expenses and disbursements (including Attorney Costsreasonable costs of investigation and legal expenses) to which such seller, underwriter or controlling person or entity, as the case may be, may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon any kind or nature whatsoever which may at any time (including at any time following repayment of the Loansfollowing (collectively, "Violations"): (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any amendments or supplements thereto; (ii) the termination 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 Letters of Credit and circumstances under which they were made, not misleading; or (iii) any violation or alleged violation by the terminationCompany, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any such registration, of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelySecurities Act, the "INDEMNIFIED LIABILITIES")Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; PROVIDEDprovided, however, that the Company shall have no obligation hereunder not be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished for use in connection with such registration by any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence such seller, underwriter or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationscontrolling person or entity.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the harmless each Agent-Related PersonsPerson, and each Bank and each of its their respective officersAffiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON"collectively the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person Indemnitee in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any Subsidiary, or any Environmental Liability related in any way to the Company or any Subsidiary, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including with respect to any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out and regardless of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person Indemnitee is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"“Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; PROVIDEDprovided that such indemnity shall not, that the Company shall have no obligation hereunder as to any Indemnified Person with respect Indemnitee, be available to the extent that such otherwise Indemnified Liabilities resulting solely are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive payment the resignation of the Agent, the replacement of any Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall will indemnify, defend and hold to the Agent-Related Persons----------------------- fullest extent permitted by law, and each Bank and Holder (which term, for purposes of this Section 5.6, shall be deemed to include Other Holders who include shares in a registration), its Affiliates, each of its respective and its Affiliates' officers, directors, employees, counsel, agents agents, representatives and attorneys-in-fact (eachpartners, an "INDEMNIFIED PERSON") harmless from and each person controlling within the meaning of Section 15 of the Securities Act or Section 20 the Exchange Act, such Holder or its Affiliates, participating in any registration, qualification, or compliance effected pursuant to this Section 5.6 with respect to Registrable Securities held by such Holder, each person controlling the Company who is not participating in such registration, qualification or compliance and each underwriter, if any, and each person who controls any underwriter, against any and all liabilities, obligationsclaims, losses, damages, penaltiescosts (including, actionswithout limitation, judgments, suits, costs, chargescosts of investigation and reasonable attorneys' fees and disbursements, expenses and disbursements liabilities (or actions in respect thereof collectively "Losses"), ------ including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever threatened, to which they may at any time (including at any time following repayment of become subject under the LoansSecurities Act, the termination of the Letters of Credit and the terminationExchange Act, resignation or replacement of the Agent other federal or replacement of any Bank) be imposed onstate law, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other similar document contemplated by or referred to herein(including any related registration statement, notification, or the transactions contemplated herebylike) incident to any such registration, qualification or compliance, or based on any action taken omission (or omitted alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or (ii) any violation by the Company of any such Person under federal, state, or common law rule or regulation applicable to the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, each of its Affiliates and its Affiliates' officers, directors, employees, counsel, agents, representatives and partners, and each person controlling such Holder or its Affiliates, each such person controlling the foregoingCompany who is not participating in such registration, including qualification or compliance, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with respect to investigating or defending any investigationLosses, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofas incurred, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, provided that the Company shall have no obligation hereunder will not be liable to such Holder in any Indemnified Person such case to the extent that any such Losses arise out of or are based on any untrue statement or omission, made in reliance on and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of Company expressly for use in the registration statement by such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsHolder.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, each Agent and each Bank Lender and each of its their respective Affiliates, officers, directors, employees, counsel, agents agents, investment advisers, trustees and attorneys-in-fact (each, each an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (excluding costs and expenses specifically referred to in Section 11.4) which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the any Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or Affiliate thereof, or any environmental liability related in any way to any Loan Party or Affiliate thereof, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including with respect to any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out and regardless of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of any Indemnified Person; PROVIDEDprovided that such indemnity shall not, that the Company shall have no obligation hereunder as to any Indemnified Person with respect Person, be available to the extent that such Indemnified Liabilities resulting solely are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly and primarily from the gross negligence or willful misconduct of such Indemnified Person. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnified Person have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnified Party or any other Person, whether or not an Indemnified Person is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 11.5 shall be payable within five Business Days after demand therefor. The agreements in this Section shall survive payment the resignation of any Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. Each Agent-Related Person and each Lender agrees that in the event that any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action which is requested of it or any other Indemnified Person, for which any Agent-Related Person or Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company in writing of such event; provided that failure to so notify the Company shall not affect the right of any Agent-Related Person or Lender to seek indemnification under this Section.

Company Indemnification. Whether or not the ----------------------- transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Administrative Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all ------------------ liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"); PROVIDED, provided that the ----------------------- -------- Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross 83 91 negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive the termination of this Agreement and the payment of all other Obligations.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnifyindemnify each Eligible Holder participating in a registration, defend each of such Eligible Holder's officers, directors and hold partners, its legal counsel and accountants and each Person controlling such Eligible Holder within the Agent-Related Personsmeaning of Section 15 of the Securities Act, with respect to whom registration, qualification, or compliance has been effected pursuant to this Section 3, and each Bank underwriter, if any, and each Person who controls within the meaning of its respective Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular, or other document incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or of any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Eligible Holder, each of such Eligible Holder's officers, directors, employeespartners, counsellegal counsel and accountants, agents and attorneys-in-fact (eacheach Person so controlling such Eligible Holder, an "INDEMNIFIED PERSON") harmless from as well as each such underwriter, and against each Person who so controls any such underwriter, for any legal and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, any other expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, reasonably incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or them in connection with investigating and defending or settling any of the foregoingsuch claim, including with respect to any investigationloss, litigation damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder not be liable in any such case to the extent that any Indemnified Person with respect such claim, loss, damage, liability or action arises out of or is based on any untrue statement or omission based upon written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by or willful misconduct on behalf of such Indemnified PersonEligible Holder or underwriter and stated to be specifically for use therein. The agreements Notwithstanding the foregoing, the Company's obligations under this Subsection 3.6.1 shall not apply to amounts paid in this Section settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall survive payment of all other Obligationsnot be unreasonably withheld).

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by law, the Company shall indemnify, defend will indemnify and hold harmless each Holder, the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counselpartners, agents and attorneys-in-fact employees of each Holder, any underwriter (eachas defined in the Securities Act) for such Holder, an "INDEMNIFIED PERSON") harmless from and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any and all liabilities, obligations, losses, damagesclaims, penaltiesdamages or liabilities (joint or several) to which any of them may become subject under the Securities Act, actionsthe Exchange Act, judgmentsother federal or state law or otherwise, suitsand to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, costsor defending any action or proceeding, chargesinsofar as such losses, expenses and disbursements claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (a "Violation"): (a) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement under which Registrable Securities were registered, including Attorney Costsany preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (c) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law. The indemnity provisions in this Section 7.1 shall not apply to amounts paid in settlement of any kind loss, claim, damage, liability or nature whatsoever which may at any time (including at any time following repayment of action if such settlement is effected without the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out consent of the Company entering into this Agreement or any document contemplated by or referred (which consent shall not be unreasonably withheld), nor shall the Company be liable to herein, or the transactions contemplated hereby, or any action taken or omitted by a Holder in any such Person under case for any such loss, claim, damage, liability or action (i) to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of such Holder, underwriter or controlling person or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder) such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the foregoing, including with respect final or amended prospectus at or prior to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use confirmation of the proceeds thereofsale of the Registrable Securities, whether as the case may be, to the person asserting any such loss, claim, damage or not liability in any Indemnified Person case where such delivery is a party thereto (all required by the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsSecurities Act.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the Company shall COMPANY agrees to indemnify, defend defend, and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") EI harmless from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, judgmentsdemands, suits, and costs, charges, including reasonable attorneys' fees and expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any third party claims related to the COMPANY Intellectual Property, and/or as a result of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out performance of the Services provided under this Agreement by COMPANY or its employees, independent contractors or subcontractors and agents ("COMPANY Indemnified Claims"). Acts for which COMPANY shall indemnify EI include, but shall not be limited to, representations or obligations undertaken on behalf of EI concerning the Loans or Letters of Credit or Services to customers which exceed the use scope of the proceeds thereofServices as set forth in this Agreement; any act or omission in violation of any applicable government statutes, whether laws, rules and regulations or not industry rules and regulations. In addition, COMPANY agrees to defend EI against, and pay the amount of any adverse final judgment or settlement to which COMPANY consents resulting from, any third party claim(s) ("Indemnified Person is a party thereto (all the foregoing, collectively, the IP Claims"INDEMNIFIED LIABILITIES"); PROVIDED, ) that the Company COMPANY Intellectual Property and/or COMPANY'S provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that COMPANY is notified promptly in writing of the Indemnified IP Claim and has sole control over its defense and settlement, and EI provides reasonable assistance in the defense and/or settlement of such claim. EI reserves the right to control the defense of any COMPANY Indemnified Claim and to conduct all proceedings or negotiations in connection therewith, and if it so undertakes, all other proceedings or negotiations to settle or defend any such COMPANY Indemnified Claim shall be at EI' expense, provided that (i) COMPANY shall have no obligation hereunder the right to approve of any settlement of any such COMPANY Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of Claim; such Indemnified Person. The agreements in this Section approval shall survive not be unreasonably withheld, and (ii) EI shall he responsible for payment of all attorneys' fees incurred by EI after it has exercised its right to control the defense. COMPANY shall pay any and all expenses and other Obligationsreasonable costs incurred by EI arising in connection with its obligations under this Section 7(a) promptly upon demand.

Company Indemnification. Whether or not the transactions contemplated hereby are consummatedThe Company will indemnify each Holder, the Company shall indemnifyeach of its officers and directors and partners, defend and hold the Agent-Related Personsany underwriter for such Holder, and each Bank and each person controlling such Holder within the meaning of its respective officersSection 15 of the Securities Act, directorswith respect to which registration has been effected pursuant to this Agreement, employeesagainst all expenses, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any registration statement, prospectus, offering circular or referred to herein, or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any such registration, and the Company will reimburse each such Holder, each of the foregoingits officers and directors, including and each person controlling such Holder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with respect to investigating, preparing or defending any investigationsuch claim, litigation loss, damage, liability or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereofaction; provided, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDEDhowever, that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with respect any information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by such Holder or willful misconduct of controlling person in writing and expressly stated for use in connection with such Indemnified Person. The agreements registration; and provided, further, that the indemnity agreement contained in this Section 2.4(a) shall survive payment not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. Whether or not To the transactions contemplated hereby are consummatedextent permitted by law, the Company shall indemnify, defend will indemnify and hold harmless each Holder, the Agent-Related Personspartners, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each Bank and each person, if any, who controls such Holder or underwriter within the meaning of its respective officersthe Securities Act or the Securities Exchange Act of 1934, directorsas amended, employees(the "1934 Act"), counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesor liabilities (joint or several) to which they may become subject under the Securities Act, actionsthe 1934 Act or other federal or state law, judgmentsinsofar as such losses, suitsclaims, costsdamages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, chargesomissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses and disbursements (including Attorney Costs) as reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 3.8.1 shall not apply to amounts paid in settlement of any kind such loss, claim, damage, liability or nature whatsoever which may at any time (including at any time following repayment of action if such settlement is effected without the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out consent of the Company entering into this Agreement or any document contemplated by or referred to herein(which consent shall not be unreasonably withheld), or nor shall the transactions contemplated hereby, or any action taken or omitted by Company be liable in any such Person under case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with any of the foregoingsuch registration by such Holder, including with respect to any investigationpartner, litigation officer, director, underwriter or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct controlling person of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsHolder.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Administrative Agent-Related Persons, and each Bank and each of its respective officers, employees, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any 105 106 and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified Liabilities"); PROVIDEDprovided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. (i) The Company shall indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including Attorney Costs and the allocated cost of internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any property subject to a Mortgage in favor of the Administrative Agent or any Bank ("Indemnified Environmental Liabilities"). No action taken by legal counsel chosen by the Administrative Agent or any Bank in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or any way impair the Company's obligation and duty hereunder to indemnify and hold harmless the Administrative Agent and each Bank. Notwithstanding the foregoing, the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Environmental Liabilities to the extent resulting from the gross negligence or willful misconduct of the Indemnified Person. (ii) In no event shall any site visit, observation, or testing by the Administrative Agent or any Bank (or any contractee of the Administrative Agent or any Bank) be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under, the site, or that there has been or shall be compliance with any Environmental Law. Neither the Company nor any other Person is entitled to rely on any site visit, observation, or testing by the Administrative Agent or any Bank. Neither the Administrative Agent nor any Bank owes any duty of care to protect the Company or any other Person against, or to inform the Company or any other party of, any Hazardous Materials or any other adverse condition affecting any site or property. (c) Survival; Defense. The obligations in this Section shall survive payment of all other Obligations. At the election of any Indemnified Person, the Company shall defend such 106 107 Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person's sole discretion, at the sole cost and expense of the Company. All amounts owing under this Section shall be paid within 30 days after demand.

Company Indemnification. Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend and hold the Agent-Related Persons, will indemnify each Holder and each Bank and each of its respective Holder’s officers, directors, employeespartners, members, legal counsel, agents and attorneys-in-fact (eachaccountants, an "INDEMNIFIED PERSON") harmless from and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected under this Section 1, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against any and all liabilitiesexpenses, obligationsclaims, losses, damages, penalties, and liabilities (or actions, judgmentsproceedings, suits, costs, charges, expenses and disbursements (including Attorney Costsor settlements in respect thereof) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any prospectus (including any preliminary prospectus), offering circular, or other document (including any related registration statement, notification, or similar documents) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the transactions contemplated herebystatements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action taken or omitted by any such Person under or inaction required of the Company in connection with any of the foregoingsuch registration, including qualification, or compliance, and will reimburse each such Holder, each Holder’s officers, directors, partners, members, legal counsel, and accountants, and each person controlling such Holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with respect to investigating and defending or settling any investigationsuch claim, litigation loss, damage, liability, or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES")action; PROVIDED, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person with respect such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by such Holder or willful misconduct of such Indemnified Personunderwriter and stated to be specifically for use therein. The agreements indemnity agreement contained in this Section shall survive payment 1.7(a) will not apply to amounts paid in settlement of all other Obligationsany such loss, claim, damage, liability, or action if such settlement is effected without the Company’s consent (which consent will not be unreasonably withheld).

Company Indemnification. Whether or not The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the transactions contemplated hereby are consummatedsecurities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document (including, without limitation, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) authorized by the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyfor use in connection with such Registration Statement), or any action taken amendment or omitted by supplement thereto, incident to any such Person Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any of the foregoingsuch registration, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelyand in each case, the "INDEMNIFIED LIABILITIES"); PROVIDEDCompany will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by such Purchaser or willful misconduct controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Indemnified Person. The agreements Purchaser in this Section shall survive payment writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of all other Obligationsthe prospectus or supplement (as then amended or supplemented), if required (and not exempted, including pursuant to Rule 172 under the Securities Act (or any successor rule)) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities.

Company Indemnification. Whether or not the transactions ----------------------- contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank and each of its respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSONIndemnified Person") harmless from and against any and all liabilities, ------------------ obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit Loans and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person as a result of any claim or threatened claim by a Person not party to this Agreement or by the Company (except for claims by the Company or against any Agent or a Bank that are successful on the merits as determined by a court of competent jurisdiction), in any case in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIESIndemnified ----------- Liabilities"); PROVIDED, provided that the Company shall have no obligation hereunder to ----------- -------- any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations; provided further that this Section 10.05 shall not be construed to expand the obligations of the Company to make payments to the Banks in the circumstances required under subsections 3.01, 3.02, 3.03, 3.04 or 3.05, it being understood and agreed that such subsections shall govern the rights and obligations of the Company and the Banks as to matters set forth therein, or to require the Company to compensate a Bank for any Indemnified Liability relating to its cost of funds for any Borrowing.

Company Indemnification. Whether or not The Company will indemnify the transactions contemplated hereby Purchaser who holds Registrable Securities (if Registrable Securities held by the Purchaser are consummatedincluded in the securities as to which such registration is being effected), the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, officers and directors, employeespartners, counselmembers and each Person controlling the Purchaser within the meaning of Section 15 of the Securities Act, agents and attorneys-in-fact (eachagainst all expenses, an "INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligationsclaims, losses, damagesdamages or liabilities (or actions in respect thereof), penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) any of the foregoing incurred in settlement of any kind litigation, commenced or nature whatsoever which may at any time (including at any time following repayment of the Loansthreatened, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or based on (A) any document contemplated by untrue statement (or referred to hereinalleged untrue statement) of a material fact contained in any Resale Registration Statement, prospectus, offering circular or the transactions contemplated herebyother document, or any action taken amendment or omitted by supplement thereto, incident to any such Person Resale 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, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under or such laws applicable to the Company in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectivelysuch registration; and in each case, the "INDEMNIFIED LIABILITIES"); PROVIDEDCompany will reimburse each the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any legal and any other documented expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall have no obligation hereunder will not be liable in any such case to the extent that any Indemnified Person such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely from the gross negligence Company by an instrument duly executed by the Purchaser or willful misconduct controlling person, and stated to be specifically for use therein, (Y) the use by the Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) the Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Indemnified Person. The agreements person if such statement or omission was corrected in this Section shall survive payment of all other Obligationssuch prospectus or supplement.