Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to To the fullest extent permitted by law, the PurchasersCompany will indemnify each Holder requesting or joining in a registration, each agent, officer and director of their officerssuch Holder, directors, partners and employees each person controlling such Holder and each person who controls the Purchasers (within the meaning underwriter and selling broker of the 0000 Xxxsecurities so registered (each, an "Indemnitee" and collectively, "Indemnitees") against all claims, losses, claims, damages, damages and liabilities, costs (including, without limitation, reasonable attorney’s feesor actions in respect thereof) and expenses imposed arising out of or based on such person caused by (i) any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementprospectus, Prospectus offering, circular or other document incident to any preliminary prospectus registration, qualification or compliance (or in any amendment related registration statement, notification or supplement thereto the like) or any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of the Securities Act, the Exchange Act, or state securities laws or any federal, state or common law, rule or regulation promulgated under the Securities Act, the Exchange Act or a state securities law, in each case applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement theretoCompany, and shall will reimburse in accordance with subparagraph (c) below, each of the foregoing persons Indemnitee for any legal and any other fees and expenses reasonably incurred in connection with investigating or defending any such claims. The claim, loss, damage, liability or action, provided however, that the Company will not be liable to any Indemnitee in any such case to the extent that any such claim, loss, damage or liability is caused by any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by such Indemnitee for use therein and except that the foregoing indemnity agreement is subject to the condition that, insofar as the foregoing indemnities relate it relates to any such untrue statement, statement (or alleged untrue statement, ) or omission (or alleged omission omission) made in any the preliminary prospectus or Prospectus that is but eliminated or remedied in any Prospectus the amended prospectus on file with the Commission at the time the registration statement becomes effective or amendment or supplement theretoin the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), the above such indemnity obligations of the Company agreement shall not inure to the benefit of any indemnified party underwriter or any Indemnitee if there is no underwriter, if a copy of such corrected the Final Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given furnished by such indemnified party underwriter of Indemnitee to the person or entity asserting the loss, liability, claim or damage at or prior to the time such action furnishing is required by the Securities Act and such underwriter or Indemnitee was required under the Securities Act to furnish such Final Prospectus; provided further, that this indemnity shall not be deemed to relieve any underwriter of such indemnified party by any of its due diligence obligations; provided, further, that the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under indemnity agreement contained in this Section 5(a8.9(a) shall remain not apply to amounts paid in full force and effect regardless settlement of any investigation made by such claim, loss, damage, liability or on behalf of any indemnified party and shall survive action if such settlement is effected without the permitted transfer consent of the Registrable Securities and Additional Registrable SecuritiesCompany, which consent shall not be unreasonably withheld.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach selling Holder, each of such Holder’s Affiliates and their respective officers, directors, partners employees, advisors, and employees agents and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilitiesliabilities (or actions in respect thereof, costs (including, without limitation, reasonable attorney’s feeswhether or not such indemnified party is a party thereto) and expenses imposed on such person caused by expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus or any preliminary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) 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 case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, except insofar as however, that the same are Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied such Registration Statement (i) in any Prospectus or amendment or supplement thereto, the above indemnity obligations of reliance upon and in conformity with written information furnished to the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at expressly for use in the preparation thereof or prior to (ii) which has been corrected in a subsequent applicable filing with the time such action was required of SEC but such indemnified party by nonetheless failed to provide such corrected filing to the 1933 Act and if delivery Person asserting such Loss, in breach of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) the indemnified party’s obligations under applicable law. This indemnity shall be in addition to any liability of such indemnified party with respect to such statement or omissionthe Company may otherwise have. Indemnity under this Section 5(a) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiessuch securities by such Holder.

Indemnification by Company. The Company agrees to indemnify and hold harmlessshall, to the fullest maximum extent permitted by law, the Purchasersindemnify and hold harmless each Holder participating in any Offering pursuant to this Agreement, each of their officers, directors, partners and employees any underwriter for such Holder and each person person, if any, who controls (as defined in the Purchasers (within the meaning of the 0000 XxxAct) such Holder or such underwriter against all any losses, claims, damages, liabilities, costs judgments, settlements, awards and expenses (including, without limitation, reasonable attorney’s including attorneys' fees) (each a "Loss" and expenses imposed on collectively "Losses") to which such Holder or underwriter or controlling person may become subject under the Act or otherwise, insofar as such Losses are caused by (i) by, based upon, arise out of, or relate to, any untrue statement or alleged untrue statement of a any material fact contained in the registration statement for such Offering, any Registration Statementprospectus contained therein, Prospectus or any preliminary prospectus or any amendment thereof or supplement thereto thereto, or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, except insofar as however, that the same are Company shall not be liable in any such case to the extent that any such Loss is caused by, is based upon any upon, arises out of, or relates to, an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with written information furnished in writing to the Company by such Purchasers, expressly Holder or underwriter specifically for use thereinin preparation of such registration statement, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement theretoor if, in respect to such statement, alleged statement, omission or alleged omission, the final prospectus for such registration statement corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus was not sent or given by or on behalf of such Holder at or prior to the confirmation of the sale of shares of Common Stock of such Holder with respect to which such Loss relates. The Company shall reimburse in accordance with subparagraph (c) beloweach such Holder, each of the foregoing persons underwriter or controlling person for any legal and any or other expenses reasonably incurred by such Holder, underwriter or controlling person in connection with investigating or defending against any such claims. The foregoing is subject Loss as incurred if such Holder, underwriter or controlling person has provided to the condition thatCompany an undertaking to repay such reimbursed expenses if it is determined that such Holder, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission underwriter or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and controlling person was not sent or given by such indemnified party at or prior entitled to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesindemnification hereunder.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, harmless each of their officers, directors, partners Indemnified Holder from and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) Claims arising out of or based upon any untrue Misstatement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingMisstatement, except insofar as the same are such Misstatement or alleged Misstatement was based upon any information furnished in writing to the Company by such Purchasers, Indemnified Holder expressly for use therein, in the document containing such Misstatement or (ii) alleged Misstatement. This indemnity shall not be exclusive and shall be in addition to any violation by liability which the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claimsmay otherwise have. The foregoing is subject notwithstanding, the Company shall not be liable to the condition that, insofar as the foregoing indemnities relate to extent that any untrue statement, alleged untrue statement, omission such Claim arises out of or is based upon a Misstatement or alleged omission Misstatement made in any preliminary prospectus if (i) such Indemnified Holder failed to send or deliver a copy of the Prospectus that is eliminated with or remedied in any prior to the delivery of written confirmation of the sale of Registrable Securities giving rise to such Claim and (ii) the Prospectus would have corrected such untrue statement or amendment or supplement theretoomission. In addition, the above indemnity obligations of the Company shall not inure be liable to the benefit extent that any such Claim arises out of any indemnified party or is based upon a Misstatement or alleged Misstatement in a Prospectus, (x) if a copy of such Misstatement or alleged Misstatement is corrected Prospectus or in an amendment or supplement thereto had been provided to such indemnified party Prospectus and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or y) having previously been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Prospectus as so amended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale to the person who purchased a Registrable Security from such Indemnified Holder and who is asserting such Claim. The Company shall also provide customary indemnifications to underwriters, selling brokers, dealer managers and similar securities industry professionals participating in a distribution covered by a Registration Statement, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities and Additional Registrable SecuritiesAct or Section 20 of the Exchange Act).

Indemnification by Company. The Except as prohibited by the restrictions provided by the laws of the State of Maryland, the Governing Documents, or this Section 8.2, the Company agrees to and its subsidiaries shall reimburse, indemnify and hold harmlessharmless the Advisor, to the fullest extent permitted by lawany Sub-Advisor, the Purchasers, each of and their officersrespective Affiliates, directors, partners officers, stockholders, equity holders, employees, representatives and employees agents, and each person who controls the Purchasers any Affiliates thereof (within the meaning of the 0000 Xxxeach, an “indemnitee”) from and against any and all expenses, losses, claimscosts, damages, liabilities, costs demands, charges and claims of any nature whatsoever, actual or threatened (including, without limitation, reasonable attorneyattorneys’ fees), arising from or in respect of any acts or omissions, errors of judgment or mistakes of law (or any alleged acts or omissions, errors of judgment or mistakes of law) performed or made while acting in any capacity contemplated under this Agreement or pursuant to any underwriting agreement or similar agreement to which Advisor is a party that is related to the Company’s fees) activities to the extent that such expenses, losses, costs, damages, liabilities, demands, charges and expenses imposed on such person caused claims are not fully reimbursed by insurance. The Company shall not indemnify or hold harmless any indemnitee for any liability or loss suffered by the indemnitee, nor shall it provide that any indemnitee be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) any untrue the indemnitee has determined, in good faith, that the course of conduct which caused the loss or alleged untrue statement liability was in the best interests of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or Company; (ii) any violation the indemnitee was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of negligence or misconduct by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, indemnitee; and shall reimburse in accordance with subparagraph (civ) below, each such indemnification is recoverable only out of the foregoing persons for any legal Company’s net assets and any other expenses reasonably incurred in connection with investigating or defending any such claimsnot from the Company’s stockholders. The foregoing is subject to Notwithstanding the condition thatforegoing, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure indemnify any indemnitee for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the benefit particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain state securities regulatory authority in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer which securities of the Registrable Securities and Additional Registrable SecuritiesCompany were offered or sold as to indemnification for violations of securities laws.

Indemnification by Company. The Company agrees to indemnify -------------------------- and hold harmless, to the fullest full extent permitted by law, the Purchaserseach Stockholder, each of their its officers, directors, partners directors and employees and each person Person who controls the Purchasers such Stockholder (within the meaning of the 0000 XxxSecurities Act) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) liabilities and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon caused by or contained in any information furnished in writing to the Company by such Purchasers, Stockholder expressly for use therein; provided, however, that the Company shall not be liable in any -------- ------- such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Stockholder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Company had furnished such Stockholder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and provided, further, that the -------- ------- Company shall not be liable in any violation by the Company of any federal, state or common law, rule or regulation applicable such case to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending extent that any such claims. The foregoing loss, claim, damage, liability or expense arises out of or is subject to based upon an untrue statement or alleged untrue statement or omission or alleged omission in the condition thatProspectus, insofar as the foregoing indemnities relate to any if such untrue statement, statement or alleged untrue statement, omission or alleged omission made is completely corrected in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or an amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of Prospectus and the Stockholder thereafter fails to deliver such corrected Prospectus as so amended or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or supplemented prior to or concurrently with the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Company had furnished such Stockholder with a sufficient number of copies of the same. The Company will also indemnify underwriters, selling brokers, dealer managers and Additional Registrable Securitiessimilar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Stockholders, if requested.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach Holder, each of such Holder’s Affiliates and their respective officers, directors, partners employees, advisors, and employees agents and each person Person who controls the Purchasers (within the meaning of Section 15 of the 0000 XxxSecurities Act and Section 20 of the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilitiesliabilities (or actions in respect thereof, costs (including, without limitation, reasonable attorney’s feeswhether or not such indemnified party is a party thereto) and expenses imposed on such person caused by expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Statement under which the sale of such Registrable Securities was registered under the Securities Act (including any final or preliminary Prospectus or any preliminary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, except insofar as however, that the same are Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied such Registration Statement (i) in any Prospectus or amendment or supplement thereto, the above indemnity obligations of reliance upon and in conformity with written information furnished to the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at expressly for use in the preparation thereof or prior to (ii) which has been corrected in a subsequent applicable filing with the time such action was required of SEC but such indemnified party by nonetheless failed to provide such corrected filing to the 1933 Act and if delivery Person asserting such Loss, in breach of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) the indemnified party’s obligations under applicable law. This indemnity shall be in addition to any liability of such indemnified party with respect to such statement or omissionthe Company may otherwise have. Indemnity under this Section 5(a) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiessuch securities by such Holder.

Indemnification by Company. The Company agrees shall, without limitation as to time, indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach holder of Warrant Shares, each of their its officers, directors, partners agents and employees and employees, each person who controls the Purchasers such holder (within the meaning of Section 15 of the 0000 Xxx) Act or Section 20 of the Securities Exchange Act of 1934, as amended, hereinafter the “Exchange Act”), and the officers, directors, agents or employees of any such controlling person, from and against all losses, claims, damages, liabilities, costs (including, without limitation, all reasonable attorney’s attorneys’ fees) and expenses imposed on such person caused by (i) collectively “Loss” or “Losses”), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, Prospectus prospectus or any preliminary prospectus or any amendment or supplement thereto thereto, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any prospectus) not misleading, except insofar as the same are based solely upon any information furnished in writing to the Company by such Purchasers, expressly holder for use therein; provided, or (ii) any violation by however, that the Company of shall not be liable in any federal, state or common law, rule or regulation applicable such case to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending extent that any such claims. The foregoing Loss arises out of or is subject to the condition that, insofar as the foregoing indemnities relate to any based upon an untrue statement, statement or alleged untrue statement, omission statement or alleged omission made in any preliminary prospectus or Prospectus that is eliminated prospectus if (i) such holder failed to send or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if deliver a copy of such corrected Prospectus the prospectus or amendment or prospectus supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at with or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus written confirmation of the sale of Warrant Shares and (ii) the prospectus or amendment or prospectus supplement thereto would have eliminated (or been a sufficient defense to) any liability of corrected such indemnified party with respect to such untrue statement or omission. Indemnity under If requested, the Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Warrant Shares. It is agreed that the indemnity agreement contained in this Section 5(a9(A) shall remain not apply to amounts paid in full force and effect regardless settlement of any investigation made by or on behalf of any indemnified party and shall survive such Loss if such settlement is effected without the permitted transfer consent of the Registrable Securities and Additional Registrable SecuritiesCompany (which consent has not been unreasonably withheld).

Indemnification by Company. The Company Zoetis agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach Holder, each of such Holder’s Affiliates and their respective officers, directors, partners employees, advisors, and employees agents and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilitiesliabilities (or actions in respect thereof, costs (including, without limitation, reasonable attorney’s feeswhether or not such indemnified party is a party thereto) and expenses imposed on such person caused by expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus or any preliminary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that Zoetis has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) 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 case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, except insofar as however, that Zoetis shall not be liable to any particular indemnified party in any such case to the same are extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied such Registration Statement (i) in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure reliance upon and in conformity with written information furnished to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given Zoetis by such indemnified party at expressly for use in the preparation thereof or prior to (ii) which has been corrected in a subsequent applicable filing with the time such action was required of SEC but such indemnified party by nonetheless failed to provide such corrected filing to the 1933 Act and if delivery Person asserting such Loss, in breach of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) the indemnified party’s obligations under applicable law. This indemnity shall be in addition to any liability of such indemnified party with respect to such statement or omissionZoetis may otherwise have. Indemnity under this Section 5(a) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiessuch securities by such Holder.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, harmless each of their officers, directors, partners Indemnified Holder from and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) Claims arising out of or based upon any untrue Misstatement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingMisstatement, except insofar as the same are such Misstatement or alleged Misstatement was based upon any or reliance upon information furnished in writing to the Company by such Purchasers, Indemnified Holder expressly for use therein, in the document containing such Misstatement or (ii) alleged Misstatement. This indemnity shall not be exclusive and shall be in addition to any violation by liability which the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claimsmay otherwise have. The foregoing is subject notwithstanding, the Company shall not be liable to the condition that, insofar as the foregoing indemnities relate to extent that any untrue statement, alleged untrue statement, omission such Claim arises out of or is based upon a Misstatement or alleged omission Misstatement made in any preliminary prospectus if (i) such Indemnified Holder failed to send or deliver a copy of the Prospectus that is eliminated with or remedied in any prior to the delivery of written confirmation of the sale of Registrable Securities giving rise to such Claim and (ii) the Prospectus would have corrected such untrue statement or amendment or supplement theretoomission. In addition, the above indemnity obligations of the Company shall not inure be liable to the benefit extent that any such Claim arises out of any indemnified party or is based upon a Misstatement or alleged Misstatement in a Prospectus, (x) if a copy of such Misstatement or alleged Misstatement is corrected Prospectus or in an amendment or supplement thereto had been provided to such indemnified party Prospectus and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or y) having previously been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Prospectus as so amended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale to the person who purchased a Registrable Securities Security from such Indemnified Holder and Additional Registrable Securitieswho is asserting such Claim.

Indemnification by Company. The Company agrees to shall, and shall require the Company Sublicensees to, indemnify and hold harmlessharmless Xxxxxxx and its Affiliates, to the fullest extent permitted by law, the Purchasers, each of and their respective officers, directors, partners employees, contractors, agents and employees assigns (each, a “Xxxxxxx Indemnified Party”), from and each person who controls against any losses, damages and liability, including reasonable legal expense and attorneys’ fees (collectively, “Indemnified Losses”), incurred by any Xxxxxxx Indemnified Party as a result of any Third Party demands, claims or actions, including product liability claims (collectively, “Claims”) against any Xxxxxxx Indemnified Party arising or resulting from: (a) the Purchasers negligence or willful misconduct of Company in performing Company’ obligations or exercising Company’ rights under this Agreement; (within b) the meaning breach of any of the 0000 Xxx) against all lossescovenants, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) warranties and expenses imposed on such person caused representations made by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission Company to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph Xxxxxxx under this Agreement; (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made Development Program activities conducted by or on behalf of Company; or (d) the Development, Manufacture, use, sale, offer for sale, other Commercialization or importation of any indemnified party and Compounds or Products in the Field in the Territory by Company or any of its Affiliates or Company Sublicensees. Notwithstanding the foregoing, Company shall survive not be responsible for the permitted transfer indemnification of any Xxxxxxx Indemnified Party to the Registrable Securities and Additional Registrable Securitiesextent that the Indemnified Losses of such Xxxxxxx Indemnified Party were caused by: (i) the negligence or willful misconduct of such Xxxxxxx Indemnified Party; (ii) any breach by Xxxxxxx of its covenants, obligations, warranties or representations pursuant to this Agreement; or (iii) any practice of Xxxxxxx IP or Xxxxxxx XX Rights pursuant to rights reserved to Xxxxxxx.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to To the fullest extent permitted by law, the PurchasersCompany will indemnify and hold harmless DHW pursuant to the provisions hereof, each of their its directors and officers, directors, partners and employees any underwriter (as defined in the Securities Act) for DHW and each person Person, if any, who controls the Purchasers (DHW or such underwriter within the meaning of the 0000 XxxSecurities Act, from and against, and will reimburse the DHW and each such underwriter and controlling Person with respect to, any and all loss, damage, liability (collectively, “Losses”) against all lossesto which DHW or any such underwriter or controlling Person may become subject under the Securities Act, claimsstate securities laws or otherwise, damages, liabilities, and the Company will pay to DHW or each such underwriter or controlling person any legal or other costs (including, without limitation, reasonable attorney’s fees) and or expenses imposed on reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such Losses are caused by (i) any untrue statement or alleged untrue statement of a any material fact contained in any such Registration Statement, any Prospectus or any preliminary prospectus contained therein or any amendment or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; provided, except insofar as however, that the same are Company will not be liable in any such case to the extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission so made in conformity with information furnished by DHW, such underwriter or such controlling Person in writing specifically for use in the preparation thereof, provided however, that the indemnity agreement in this Section 5.1 shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party other holder of Common Stock on account of any Loss whatsoever arising from the sale of any Registrable Shares by DHW to any person if (A) a copy of the final Prospectus (as amended or supplemented if such corrected Prospectus amendments or amendment or supplement thereto had supplements shall have been provided furnished to such indemnified party and was DHW prior to the confirmation of the sale involved) shall not have been sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive DHW to such person, if required by law, with or prior to the permitted transfer written confirmation of the Registrable Securities sale involved, and Additional Registrable Securities(B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary Prospectus from which such Loss arose was corrected in the final Prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid).

Indemnification by Company. The Company agrees to shall indemnify and hold harmlessharmless each Managing Agent and each participating dealer against any and all loss, claim, damage or liability, joint or several, to which such Managing Agent or participating dealer may become subject, under the fullest extent permitted Securities Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers Company; (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (ic) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof; (d) any untrue statement or alleged untrue statement of a material fact contained (i) in any the Registration Statement, any Preliminary Prospectus, Effective Registration or the Final Prospectus or any preliminary prospectus amendment or supplement thereto, or (ii) in any application or other document, executed by the Company specifically for such application or based upon written information furnished by the Company, filed in order to qualify the Securities under the securities laws of the states where filings were made (any such application, document, or information being hereinafter called “Blue Sky Application”); or (e) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any omission or alleged omission to state therein Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as ; and shall reimburse the same are based upon Managing Agents and each participating dealer for any information furnished in writing to the Company by such Purchasers, expressly for use therein, legal or (ii) any violation other reasonable expenses incurred by the Company of any federal, state Managing Agents and participating dealer in connection with investigating or common law, rule defending against or regulation applicable to the Company appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company through the Managing Agents or participating dealer by or on behalf of the Managing Agents or participating dealer specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or any preliminary prospectus, and the Final Prospectus or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for or any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesBlue Sky Application.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, law the PurchasersInvestors, each of their officers, directors, partners and employees and each person who controls the Purchasers Investors (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such PurchasersInvestors, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company SunCoke agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach Holder, each of such Holder’s Affiliates and their respective officers, directors, partners employees, advisors, and employees agents and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, costs (including, without limitation, reasonable attorney’s feeswhether or not such indemnified party is a party thereto) and expenses imposed on such person caused by expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus or any preliminary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SunCoke has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) 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 case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, except insofar as however, that SunCoke shall not be liable to any particular indemnified party in any such case to the same are extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied such Registration Statement (i) in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure reliance upon and in conformity with written information furnished to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given SunCoke by such indemnified party at expressly for use in the preparation thereof or prior to (ii) which has been corrected in a subsequent filing with the time such action was required of SEC but such indemnified party by nonetheless failed to provide such corrected filing to the 1933 Act and if delivery Person asserting such Loss, in breach of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) the indemnified party’s obligations under applicable law. This indemnity shall be in addition to any liability of such indemnified party with respect to such statement or omissionSunCoke may otherwise have. Indemnity under this Section 5(a) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiessuch securities by such Holder.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless, to the fullest extent permitted by law, the Purchaserseach Purchaser, each of their its officers, directors, partners and employees and each person who controls the Purchasers such Purchaser (within the meaning of the 0000 Xxx1933 Act or Applicable Canadian Securities Laws) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) amounts paid in settlement and expenses imposed on incurred by such person caused by (collectively, “Claims”) insofar as such Claim arises out of or is based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement or Canadian Prospectus, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon (ii) any information furnished untrue statement or alleged untrue statement of a material fact contained in writing any preliminary Prospectus if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Company by such Purchasersfiles any amendment thereof or supplement thereto with the SEC or Principal Regulator, expressly for use as applicable) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iiiii) any violation by the Company of any federal, state state, provincial, territorial or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectusProspectus, or any amendment or supplement theretothereto (clauses (i), (ii) and (iii) being collectively, “Violations”), and shall reimburse reimburse, in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claimsClaims. The foregoing is subject Notwithstanding anything to the condition thatcontrary contained herein, insofar as the foregoing indemnities relate indemnification agreement contained in this Section 6(a): (i) shall not apply to any untrue statement, alleged untrue statement, omission a Claim by an indemnified person arising out of or alleged omission made based upon a Violation that occurs in any preliminary prospectus reliance upon and in conformity with information furnished in writing to the Company by such indemnified person or by a Purchaser on behalf of such indemnified person expressly for use in connection with the preparation of the Registration Statement or Prospectus that is eliminated or remedied in any Prospectus or such amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment thereof or supplement thereto had been provided and; (ii) shall not be available to the extent such indemnified party and Claim is based on a failure of the Purchaser to deliver or to cause to be delivered the Prospectus made available by the Company pursuant to Section 3(k) if such Prospectus was not sent or given timely made available by such indemnified party at or prior the Company reasonably in advance to the time delivery of such action Prospectus was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omissionperson. Indemnity under this Section 5(a6(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless, to the fullest extent permitted by law, the Purchasersharmless Executive, each Affiliate of Executive and their respective directors, officers, directors, stockholders and partners and employees and each person other Person, if any, who controls the Purchasers (Executive within the meaning of the 0000 Xxx) Securities Act, against any and all losses, claims, damages, damages or liabilities, costs (includingjoint or several, without limitation, reasonable attorney’s fees) and expenses imposed on (including the costs of investigation and the fees and disbursements of counsel) to which any of them may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such person caused by losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, Prospectus registration statement as originally filed or any preliminary prospectus or in any amendment thereof, or in any preliminary, final or summary prospectus, or in any amendment thereof or supplement thereto thereto, or (ii) 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, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (iiiii) any violation by the Company of any federal, federal or state or common law, rule or regulation or common law applicable to the Company and relating to action required of or inaction by Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement theretosuch registration, and Company shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons any such indemnified party for any legal and or any other expenses reasonably incurred by it in connection with investigating or or, subject to subsection 5(c) below, defending any such claims. The foregoing is subject loss, claim, damage, liability, action or proceeding; however, Company shall not be liable in any such case to the condition thatextent that any such loss, insofar as the foregoing indemnities relate to claim, damage, liability or expense (x) arises out of or is based upon any untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made in the registration statement or in any preliminary amendment thereof or in any preliminary, final or summary prospectus or Prospectus that is eliminated or remedied in any Prospectus amendment thereof or supplement thereto in reliance upon and in conformity with written information furnished to Company by or on behalf of Executive specifically for use in the registration statement or prospectus (or an amendment thereof or supplement thereto, ) or (y) results from the above indemnity obligations of the Company shall not inure fact that Executive sold Parity Registrable Shares to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided Person to such indemnified party and whom there was not sent or given by such indemnified party given, at or prior to the time such action was required written confirmation of such indemnified party by sale, a copy of the 1933 Act final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Company had previously furnished copies hereof to Executive and if delivery of such Prospectus final prospectus, as then amended or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of supplemented, corrected such indemnified party with respect to such statement misstatement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to To the fullest extent permitted by law, the PurchasersCompany will indemnify and hold harmless each Holder which has Registrable Common included in a registration statement pursuant to the provisions hereof, each of their its directors and officers, directors, partners and employees any underwriter (as defined in the Securities Act) for such Holder and each person Person, if any, who controls the Purchasers (such Holder or such underwriter within the meaning of the 0000 XxxSecurities Act, from and against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all loss, damage and liability (collectively, “Losses”) against all lossesto which such Holder or any such underwriter or controlling Person may become subject under the Securities Act, claimsstate securities laws or otherwise, damagesand the Company will pay to each such Holder, liabilities, underwriter or controlling person any legal or other costs (including, without limitation, reasonable attorney’s fees) and or expenses imposed on reasonably incurred by such person caused by (i) in connection with investigating or defending any such Loss, insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in such registration statement, any Registration Statement, Prospectus or any preliminary prospectus contained therein or any amendment or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; provided, except insofar as however, that the same are Company will not be liable in any such case to the extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission so made in conformity with information furnished by such Holder, such underwriter or such controlling Person in writing specifically for use in the preparation thereof; provided, however, that the indemnity agreement in this Section 5.1 will not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent will not be unreasonably withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus or Prospectus that is eliminated final prospectus (if such final prospectus has been amended or remedied in any Prospectus supplemented and such amendments or amendment or supplement thereto, supplements have been furnished to such Holder prior to the above indemnity obligations written confirmation of the Company shall sale involved) will not inure to the benefit of any indemnified party Holder on account of any Loss whatsoever arising from the sale of any Registrable Common by such Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such corrected Prospectus amendments or amendment or supplement thereto had supplements have been provided furnished to such indemnified party and was Holder prior to the written confirmation of the sale involved) has not been sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive such Holder to such person, if required by law, with or prior to the permitted transfer written confirmation of the Registrable Securities sale involved, and Additional Registrable Securities(B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus or final prospectus from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto have been furnished as aforesaid).

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach Holder, each of such Holder’s Affiliates and their respective officers, directors, partners employees, advisors, and employees agents and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, costs (including, without limitation, reasonable attorney’s feeswhether or not such indemnified party is a party thereto) and expenses imposed on such person caused by expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus or any preliminary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) 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 case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, except insofar as however, that the same are Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied such Registration Statement (i) in any Prospectus or amendment or supplement thereto, the above indemnity obligations of reliance upon and in conformity with written information furnished to the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at expressly for use in the preparation thereof or prior to (ii) which has been corrected in a subsequent filing with the time such action was required of SEC but such indemnified party by nonetheless failed to provide such corrected filing to the 1933 Act and if delivery Person asserting such Loss, in breach of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) the indemnified party’s obligations under applicable law. This indemnity shall be in addition to any liability of such indemnified party with respect to such statement or omissionthe Company may otherwise have. Indemnity under this Section 5(a) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiessuch securities by such Holder.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, harmless each of their officers, directors, partners Indemnified Holder from and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) Claims arising out of or based upon any untrue Misstatement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingMisstatement, except insofar as the same are such Misstatement or alleged Misstatement was based upon any information furnished in writing to the Company by such Purchasers, Indemnified Holder expressly for use therein, in the document containing such Misstatement or (ii) alleged Misstatement. This indemnity shall not be exclusive and shall be in addition to any violation by liability which the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claimsmay otherwise have. The foregoing is subject notwithstanding, the Company shall not be liable to the condition that, insofar as the foregoing indemnities relate to extent that any untrue statement, alleged untrue statement, omission such Claim arises out of or is based upon a Misstatement or alleged omission Misstatement made in any preliminary prospectus if (i) such Indemnified Holder failed to send or deliver a copy of the Prospectus that is eliminated with or remedied in any prior to the delivery of written confirmation of the sale of Registrable Securities giving rise to such Claim and (ii) the Prospectus would have corrected such untrue statement or amendment or supplement theretoomission. In addition, the above indemnity obligations of the Company shall not inure be liable to the benefit extent that any such Claim arises out of any indemnified party or is based upon a Misstatement or alleged Misstatement in a Prospectus, (x) if a copy of such Misstatement or alleged Misstatement is corrected Prospectus or in an amendment or supplement thereto had been provided to such indemnified party Prospectus and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or y) having previously been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Prospectus as so amended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale to the person who purchased a Registrable Security from such Indemnified Holder and who is asserting such Claim. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in a distribution covered by a Registration Statement, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities and Additional Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmlessindemnify, to the fullest extent permitted by law, the Purchasers, each Holder of their officers, directors, partners and employees Registerable Securities and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act) such Holder against all lossesloses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on in connection with defending against any such person losses, claims, damages, or liabilities, or in connection with any investigation or inquiry, in each case caused by (i) or based on any untrue or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, Prospectus prospectus, or any preliminary prospectus or any amendment thereof or supplement thereto thereto, or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of any violation by the Company of any rules or regulations promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, except insofar as the same are based upon (i) contained in any information furnished in writing to the Company by such Purchasers, Holder expressly for use therein, or ; (ii) any violation caused by the Company of any federal, state or common law, rule or regulation applicable such Holder’s failure to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if deliver a copy of such corrected Prospectus the registration statement or amendment prospectus or supplement thereto had been provided to such indemnified party and was not sent any amendments or given supplements thereto; or (iii) caused by such indemnified party Holder’s failure to discontinue disposition of shares after receiving notice from the Company pursuant to Section 4.3 hereof. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at or prior least to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party same extent as provided above with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer indemnification of the Registrable Securities and Additional Registrable Holders of Registerable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by lawlaw the Investor, the Purchasers, each of their its officers, directors, partners stockholders and employees and each person who controls the Purchasers such Investor (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such PurchasersInvestor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, harmless each of their officers, directors, partners Indemnified Holder from and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) Claims arising out of or based upon any untrue Misstatement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingMisstatement, except insofar as the same are such Misstatement or alleged Misstatement was based upon any information furnished in writing to the Company by such Purchasers, Indemnified Holder expressly for use therein, in the document containing such Misstatement or (ii) alleged Misstatement. This indemnity shall not be exclusive and shall be in addition to any violation by liability which the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claimsmay otherwise have. The foregoing is subject notwithstanding, the Company shall not be liable to the condition that, insofar as the foregoing indemnities relate to extent that any untrue statement, alleged untrue statement, omission such Claim arises out of or is based upon a Misstatement or alleged omission Misstatement made in any preliminary prospectus if (1) such Indemnified Holder failed to send or deliver a copy of the Prospectus that is eliminated with or remedied in any prior to the delivery of written confirmation of the sale of Registrable Securities giving rise to such Claim and (2) the Prospectus would have corrected such untrue statement or amendment or supplement theretoomission. In addition, the above indemnity obligations of the Company shall not inure be liable to the benefit extent that any such Claim arises out of any indemnified party or is based upon a Misstatement or alleged Misstatement in a Prospectus, (x) if a copy of such Misstatement or alleged Misstatement is corrected Prospectus or in an amendment or supplement thereto had been provided to such indemnified party Prospectus and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or y) having previously been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Prospectus as so amended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale to the person who purchased a Registrable Security from such Indemnified Holder and who is asserting such Claim. The Company shall also provide customary indemnifications to underwriters, selling brokers, dealer managers and similar securities industry professionals participating in a distribution covered by a Registration Statement, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities and Additional Registrable SecuritiesAct or Section 20 of the Exchange Act).

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by lawlaw the Investor, the Purchasers, each of their its officers, directors, partners and employees and each person who controls the Purchasers Investor (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasersthe Investor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) belowreimburse, as incurred, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that which is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected final Prospectus or amendment or supplement thereto had been provided made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was is required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to shall indemnify and hold harmlessharmless each Underwriter against any and all loss, claim, damage or liability, joint or several, to which such Underwriter may become subject, under the fullest extent permitted Securities Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers Company; (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (ic) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof; (d) any untrue statement or alleged untrue statement of a material fact contained (i) in any the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any preliminary prospectus amendment or supplement thereto, or (ii) in any application or other document, executed by the Company specifically for such application or based upon written information furnished by the Company, filed in order to qualify the Securities under the securities laws of the states where filings were made (any such application, document, or information being hereinafter called "Blue Sky Application"); or (e) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any omission or alleged omission to state therein Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon ; and shall reimburse each Underwriter for any information furnished in writing to the Company legal or other reasonable expenses incurred by such Purchasers, expressly for use therein, Underwriter in connection with investigating or (ii) any violation by the Company of any federal, state defending against or common law, rule or regulation applicable to the Company appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or any preliminary prospectus, and the Final Prospectus or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for or any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesBlue Sky Application.

Indemnification by Company. The Company agrees to shall indemnify and hold harmlessharmless each Underwriter and each participating dealer against any and all loss, claim, damage or liability, joint or several, to which such Underwriter or participating dealer may become subject, under the fullest extent permitted Securities Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers Company; (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (ic) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof; (d) any untrue statement or alleged untrue statement of a material fact contained (i) in any the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any preliminary prospectus amendment or supplement thereto, or (ii) in any application or other document, executed by the Company specifically for such application or based upon written information furnished by the Company, filed in order to qualify the Shares under the securities laws of the states where filings were made (any such application, document, or information being hereinafter called “Blue Sky Application”); or (e) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any omission or alleged omission to state therein Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon ; and shall reimburse each Underwriter and each participating dealer for any information furnished in writing to the Company legal or other reasonable expenses incurred by such Purchasers, expressly for use therein, Underwriter and participating dealer in connection with investigating or (ii) any violation by the Company of any federal, state defending against or common law, rule or regulation applicable to the Company appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company through the Underwriter or participating dealer by or on behalf of any Underwriter or participating dealer specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or any preliminary prospectus, and the Final Prospectus or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for or any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesBlue Sky Application.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach Holder, each of their its officers, directors, partners directors and employees and each person Person who controls the Purchasers such Holder (within the meaning of the 0000 XxxSecurities Act) against all losses, claims, costs, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) liabilities and expenses imposed on such person caused by (iincluding reasonable costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same arise out of or are based upon any information furnished in writing to the Company by such Purchasers, any Holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus or included in a Registration Statement if (i) any Holder, being obligated to do so, fails to deliver a copy of the Prospectus prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Company had furnished such Holder with a sufficient number of copies of the same and (ii) any violation by the Prospectus corrected such untrue statement or omission; and provided, further, however, that the Company of shall not be liable in any federal, state or common law, rule or regulation applicable such case to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending extent that any such claims. The foregoing loss, claim, cost, damage, liability or expense arises out of or is subject to based upon an untrue statement or alleged untrue statement or omission or alleged omission in the condition thatProspectus, insofar as the foregoing indemnities relate to any if such untrue statement, statement or alleged untrue statement, omission or alleged omission made is corrected in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or an amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of Prospectus and the Holder thereafter fails to deliver such corrected Prospectus as so amended or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or supplemented prior to or concurrently with the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer sale of the Registrable Securities and Additional Registrable Securitiesto the Person asserting such loss, claim, damage, liability or expense after the Company had furnished such Holder with a sufficient number of copies of the same.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to harmless the fullest extent permitted by law, the Purchasers, Administrative Agent and each Lender (and each of their respective officers, directorsagents, partners and employees and each person who controls the Purchasers directors) (within the meaning of the 0000 Xxxeach, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, costs obligations, losses, penalties, actions, judgments, suits, costs, expenses and disbursements (including, without limitation, reasonable attorney’s feesfees and disbursements of outside counsel) and expenses of any kind or nature whatsoever (“Claims”) which may be imposed on on, incurred by or asserted against such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Lender or any preliminary prospectus of its officers, agents, employees or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or directors (ii) any violation by the Company but excluding Claims of any federal, state Person resulting from such Person’s gross negligence or common law, rule or regulation applicable to the Company willful misconduct) in connection with or arising out of any Registration Statementinvestigation, Prospectus litigation or proceeding (including, without limitation, any threatened investigation, litigation or proceeding or preparation of a defense in connection therewith) related to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances, except to the extent such claim, damage, loss, liability or expense resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.06 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its directors, equityholders or creditors or an Indemnified Party or any preliminary prospectusother Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their Affiliates, or any amendment of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each otherwise relating to this Agreement or any of the foregoing persons for other Loan Documents or any legal and agreement or instrument contemplated hereby, any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to transactions contemplated herein or the benefit of any indemnified party if a copy of such corrected Prospectus actual or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer proposed use of the Registrable Securities and Additional Registrable Securitiesproceeds of the Advances or Letters of Credit.

Indemnification by Company. The Company agrees to indemnify -------------------------- and hold harmless, to the fullest extent permitted by lawlaw the Investor, the Purchasers, each of their its officers, directors, partners and employees and each person who controls the Purchasers such Investor (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such PurchasersInvestor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the PurchasersHolder, each investment advisor and investment sub-advisor of the Holder and each of their respective officers, directors, partners partners, members and employees and each person who controls the Purchasers Holder (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasersthe Holder, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been timely provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Subject to the conditions set forth below, the Company agrees to indemnify and hold harmlessharmless Optionee from and against any and all loss, to the fullest extent permitted by lawliability, the Purchaserscharge, each claim, damage, and expense whatsoever (which shall include, for all purposes of their officersthis SECTION 4.10, directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitationbut not be limited to, reasonable attorney’s fees) attorneys' fees and any and all reasonable expenses imposed on such person caused by (i) whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), as and when incurred, arising out of, based upon, or in connection with any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statementregistration statement, Prospectus preliminary prospectus, or any preliminary final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto thereto, relating to the sale of any of the Registrable Securities or (B) in any application or other document or communication (in this SECTION 4.10 collectively called an "Application") executed by or on behalf of the Company and based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Registrable Securities under the Securities Act or blue sky laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, except insofar as the same are based unless such statement or omission was made in reliance upon any and in conformity with written information furnished in writing to the Company by such Purchasersor on behalf of Optionee for inclusion in any registration statement, expressly for use thereinpreliminary prospectus, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary final prospectus, or any amendment or supplement thereto, and or in any application, as the case may be. If any action is brought against Optionee in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, Optionee shall reimburse promptly notify the Company in accordance with subparagraph (c) below, each writing of the foregoing persons for institution of such action (the failure to notify the Company within a reasonable time of the commencement of any legal such action, to the extent prejudicial to the Company's ability to defend such action, shall relieve the Company of liability to Optionee pursuant to this SECTION 4.10) and the Company shall promptly assume the defense of such action, including the employment of counsel, provided that Optionee shall have the right to employ his own counsel in any other such case, but the fees and expenses reasonably incurred of such counsel shall be at the expense of Optionee unless the employment of such counsel shall have been authorized in writing by the Company in connection with investigating the defense of such action or defending Optionee shall have reasonably concluded that there may be one or more legal defenses available to him which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of Optionee. Notwithstanding anything in this SECTION 4.10 to the contrary, the Company shall not be liable for any settlement of any such claimsclaim or action effected without its written consent. The foregoing is subject Company shall not, without the prior written consent of Optionee, settle or compromise any action, or permit a default or consent to the condition thatentry of judgment in or otherwise seek to terminate any pending or threatened action, insofar as in respective of which indemnity may be sought hereunder, unless such settlement, compromise, consent, or termination includes an unconditional release of Optionee from all liability in respect of such action. The Company agrees promptly to notify Optionee of the foregoing indemnities relate to commencement of any untrue litigation or proceedings against the Company or any of its officers or directors in connection with the sale of any Registrable Securities or any preliminary prospectus, prospectus, registration statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure or any application relating to the benefit any sale of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to To the fullest extent permitted by law, Southwest will indemnify and hold harmless each Holder of Registrable Common that is included in a registration statement under the Purchasersprovisions of this Agreement, each of their the Holder’s directors, officers, directorspartners, partners shareholders and employees legal counsel and any underwriter (as defined in the Securities Act) for the Holder and each person Person, if any, who controls the Purchasers (Holder or the underwriter within the meaning of the 0000 Xxx) against Securities Act, from and against, and will reimburse the Holder and the underwriter and controlling Person with respect to, any and all lossesloss, claimsdamage, damagesclaims or liability (collectively, liabilities“Losses”), joint or several, to which any of them may become subject under the Securities Act, state securities laws or otherwise, and Southwest will pay to each Holder, director, officer, partner, shareholder, legal counsel, underwriter or controlling person any legal or other costs (includingor expenses reasonably incurred by that person in connection with investigating or defending any Loss, without limitation, reasonable attorney’s fees) and expenses imposed on such person insofar as the Losses are caused by (i) any untrue or alleged untrue statement of a any material fact contained in the registration statement, any Registration Statement, Prospectus or any preliminary prospectus in the registration statement or any amendment or supplement thereto to the registration statement, or any arise out of or are based upon the omission or the alleged omission to state therein in the registration statement a material fact required to be stated therein in the registration statement or necessary to make the statements therein in the registration statement, in light of the circumstances in which they were made, not misleading; provided, except insofar as however, that Southwest will not be liable to the same are extent that any Loss arises out of or is based upon any an untrue statement or omission so made in conformity with information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company Holder, director, officer, partner, shareholder, legal counsel, underwriter or controlling Person; provided further, however, that the indemnity agreement in this Section 7.1 will not apply to amounts paid in settlement of any federalLoss if the settlement is effected without the consent of Southwest, state or common law, rule or regulation applicable which consent Southwest will not withhold unreasonably. With respect to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall obligation will not inure to the benefit of any indemnified party Holder on account of any Loss whatsoever arising from the sale of any Registrable Common by the Holder to any person if (A) a copy of such corrected Prospectus the prospectus (as amended or amendment supplemented if amendments or supplement thereto had supplements have been provided furnished to such indemnified party and the Holder before the confirmation of the sale involved) was not sent or given by such indemnified party at or on behalf of the Holder to that person, if required by law, with or prior to the time such action was required written confirmation of such indemnified party by the 1933 Act sale involved, and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense toB) any liability of such indemnified party with respect to such the untrue statement or omission. Indemnity under this Section 5(a) shall remain omission of a material fact in full force and effect regardless of any investigation made by the preliminary prospectus from which the Loss arose was corrected in the prospectus (as amended or on behalf of any indemnified party and shall survive supplemented if the permitted transfer of the Registrable Securities and Additional Registrable Securitiesamendments or supplements have been furnished as aforesaid).

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchaserseach Holder, each of their its officers, directors, partners directors and employees and each person Person who controls the Purchasers such Holder (within the meaning of the 0000 XxxSecurities Act) or acts on behalf of such Holder against all losses, claims, damages, liabilities, costs (including, without limitation, liabilities and reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, Prospectus prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances in which they were made, not misleading, except insofar as the same are based upon caused by or contained in any information furnished in writing to the Company by such Purchasers, Holder expressly for use therein; provided, or however, that (iii) any violation by the Company of shall not be liable in any federal, state or common law, rule or regulation applicable such case to the Company extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in connection with any Registration Statement, Prospectus or any preliminary the final prospectus, if such untrue statement or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged allege untrue statement, omission or alleged omission made is corrected in an amendment or supplement to the final prospectus and the Holder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of the Common Stock to the Person asserting such loss, claim, damage, liability or expense after the Company and furnished such Holder with a copy of such amended or supplemented prospectus; and (ii) the Company shall not be liable if any preliminary Person uses a prospectus (or Prospectus that is eliminated or remedied in any Prospectus or an amendment or supplement thereto) following the giving of notice by the Company pursuant to Section 4.1(d)). The Company will also indemnify the underwrites participating in the distribution, their officers and directors and each Person who controls such Persons (within the above indemnity obligations meaning of the Company shall not inure Securities Act) to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been same extent as provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party above with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer indemnification of the Registrable Securities and Additional Registrable SecuritiesHolders, if so requested.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the PurchasersPurchaser, each investment advisor and investment sub-advisor of the Purchaser and each of their respective officers, directors, partners partners, members and employees and each person who controls the Purchasers Purchaser (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasersthe Purchaser, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Subject to the conditions set forth below, the Company agrees to indemnify and hold harmlessharmless Executive from and against any and all loss, to the fullest extent permitted by lawliability, the Purchaserscharge, each claim, damage, and expense whatsoever (which shall include, for all purposes of their officersthis SECTION 4.10, directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitationbut not be limited to, reasonable attorney’s fees) attorneys' fees and any and all reasonable expenses imposed on such person caused by (i) whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), as and when incurred, arising out of, based upon, or in connection with any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statementregistration statement, Prospectus preliminary prospectus, or any preliminary final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto thereto, relating to the sale of any of the Registrable Securities or (B) in any application or other document or communication (in this SECTION 4.10 collectively called an "Application") executed by or on behalf of the Company and based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Registrable Securities under the Securities Act or blue sky laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, except insofar as the same are based unless such statement or omission was made in reliance upon any and in conformity with written information furnished in writing to the Company by such Purchasersor on behalf of Executive for inclusion in any registration statement, expressly for use thereinpreliminary prospectus, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary final prospectus, or any amendment or supplement thereto, and or in any application, as the case may be. If any action is brought against Executive in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, Executive shall reimburse promptly notify the Company in accordance with subparagraph (c) below, each writing of the foregoing persons for institution of such action (the failure to notify the Company within a reasonable time of the commencement of any legal such action, to the extent prejudicial to the Company's ability to defend such action, shall relieve the Company of liability to Executive pursuant to this SECTION 4.10) and the Company shall promptly assume the defense of such action, including the employment of counsel, provided that Executive shall have the right to employ his own counsel in any other such case, but the fees and expenses reasonably incurred of such counsel shall be at the expense of Executive unless the employment of such counsel shall have been authorized in writing by the Company in connection with investigating the defense of such action or defending Executive shall have reasonably concluded that there may be one or more legal defenses available to him which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of Executive. Notwithstanding anything in this SECTION 4.10 to the contrary, the Company shall not be liable for any settlement of any such claimsclaim or action effected without its written consent. The foregoing is subject Company shall not, without the prior written consent of Executive, settle or compromise any action, or permit a default or consent to the condition thatentry of judgment in or otherwise seek to terminate any pending or threatened action, insofar as in respective of which indemnity may be sought hereunder, unless such settlement, compromise, consent, or termination includes an unconditional release of Executive from all liability in respect of such action. The Company agrees promptly to notify Executive of the foregoing indemnities relate to commencement of any untrue litigation or proceedings against the Company or any of its officers or directors in connection with the sale of any Registrable Securities or any preliminary prospectus, prospectus, registration statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure or any application relating to the benefit any sale of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to To the fullest extent permitted by law, the PurchasersCompany will indemnify and hold harmless each Holder which has Registrable Common included in a registration statement pursuant to the provisions hereof, each of their its directors and officers, directors, partners and employees any underwriter (as defined in the Securities Act) for such Holder and each person Person, if any, who controls the Purchasers (such Holder or such underwriter within the meaning of the 0000 XxxSecurities Act, from and against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all loss, damage and liability (collectively, "LOSSES") against all lossesto which such Holder or any such underwriter or controlling Person may become subject under the Securities Act, claimsstate securities laws or otherwise, damagesand the Company will pay to each such Holder, liabilities, underwriter or controlling person any legal or other costs (including, without limitation, reasonable attorney’s fees) and or expenses imposed on reasonably incurred by such person caused by (i) in connection with investigating or defending any such Loss, insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in such registration statement, any Registration Statement, Prospectus or any preliminary prospectus contained therein or any amendment or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; provided, except insofar as however, that the same are Company will not be liable in any such case to the extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission so made in conformity with information furnished by such Holder, such underwriter or such controlling Person in writing specifically for use in the preparation thereof; provided further, however, that the indemnity agreement in this Section 5.1 will not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent will not be unreasonably withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus or Prospectus that is eliminated final prospectus (if such final prospectus has been amended or remedied in any Prospectus supplemented and such amendments or amendment or supplement thereto, supplements have been furnished to such Holder prior to the above indemnity obligations written confirmation of the Company shall sale involved) will not inure to the benefit of any indemnified party Holder on account of any Loss whatsoever arising from the sale of Registrable Common by such Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such corrected Prospectus amendments or amendment or supplement thereto had supplements have been provided furnished to such indemnified party and was Holder prior to the written confirmation of the sale involved) has not been sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive such Holder to such person, if required by law, with or prior to the permitted transfer written confirmation of the Registrable Securities sale involved, and Additional Registrable Securities(B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus or final prospectus from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto have been furnished as aforesaid).

Indemnification by Company. The Company agrees to shall indemnify and hold harmlessharmless each Underwriter and each participating dealer against any and all loss, claim, damage or liability, joint or several, to which such Underwriter or participating dealer may become subject, under the fullest extent permitted Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers Company; (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (ic) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof; (d) any untrue statement or alleged untrue statement of a material fact contained (i) in any the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any preliminary prospectus amendment or supplement thereto, or (ii) in any application or other document, executed by the Company specifically for such application or based upon written information furnished by the Company, filed in order to qualify the Units under the securities laws of the states where filings were made (any such application, document, or information being hereinafter called “Blue Sky Application”); or (e) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any omission or alleged omission to state therein Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as ; and shall reimburse the same are based upon Underwriter and each participating dealer for any information furnished in writing to the Company by such Purchasers, expressly for use therein, legal or (ii) any violation other reasonable expenses incurred by the Company of any federal, state Underwriter and participating dealer in connection with investigating or common law, rule defending against or regulation applicable to the Company appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company through the Underwriter or participating dealer by or on behalf of the Underwriter or participating dealer specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or any preliminary prospectus, and the Final Prospectus or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for or any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesBlue Sky Application.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by lawlaw the Investor, the Purchasers, each of their its officers, directors, partners stockholders and employees and each person who controls the Purchasers such Investor (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such PurchasersInvestor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to will indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, harmless each of their officers, directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) Underwriter against all any losses, claims, damages, liabilitiesliabilities or expenses, costs as and when incurred, to which such Underwriter may become subject, joint or several, under the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (includingor actions or claims in respect thereof), without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus or any preliminary other prospectus relating to the Securities, or any amendment or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar and will promptly reimburse such Underwriter for any reasonable expenses (including reasonable fees and expenses for no more than one law firm for the Underwriters) when and as the same are based upon any information furnished in writing to the Company incurred by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred Underwriter in connection with investigating or defending any such claims. The foregoing is subject action or claim; PROVIDED, HOWEVER, that the Company shall not be liable in any such case to an Underwriter to the condition thatextent that any such loss, insofar as the foregoing indemnities relate to any claim, damage, liability or expense arises out of or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Preliminary Prospectus, the Registration Statement, the Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure any other prospectus relating to the benefit of Securities or any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party in reliance upon and was not sent or given by such indemnified party at or prior to in conformity with the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesUnderwriter Information.

Indemnification by Company. The Company agrees to indemnify and hold harmlessshall, to the fullest maximum extent permitted by law, indemnify and hold harmless each Holder registering an offering of Registrable Securities and any underwriter (as defined in the Purchasers, each of their officers, directors, partners and employees Act) for such Holder and each person person, if any, who controls the Purchasers (within the meaning of the 0000 Xxx) such Holder or such underwriter, against all any losses, claims, damages, damages or liabilities, costs judgments, settlements, awards and expenses (including, without limitation, reasonable attorney’s including attorneys' fees) and expenses imposed on (collectively "Losses"), to which such Holder or underwriter or such controlling person may become subject, under the Act or otherwise, insofar as such Losses are caused by (i) by, based upon, or arise out of or relate to any untrue statement or alleged untrue statement of a any material fact contained in any Registration StatementStatement filed under the Act, Prospectus or any preliminary prospectus contained therein, or any amendment or supplement thereto thereto, or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and reimburse each such Holder, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, underwriter and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons controlling person for any legal and any or other expenses reasonably incurred by such Holder, underwriter or such controlling person in connection with investigating or defending against any such claims. The foregoing is subject Loss; provided, however, that the Company shall not be liable in any such case to the condition thatextent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with written information furnished by the Holder or underwriter specifically for use in the preparation of such prospectus or if, insofar as the foregoing indemnities relate in respect to any untrue such statement, alleged untrue statement, omission or alleged omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if and a copy of such corrected Prospectus or amendment or supplement thereto final prospectus had not been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required confirmation of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party sale with respect to which such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesLoss relates.

Indemnification by Company. The Company agrees to shall indemnify and hold harmlessharmless each Underwriter against any and all loss, claim, damage or liability, joint or several, to which such Underwriter may become subject, under the fullest extent permitted Securities Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers Company; (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (ic) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof; (d) any untrue statement or alleged untrue statement of a material fact contained (i) in any the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any preliminary prospectus amendment or supplement thereto, or (ii) in any application or other document, executed by the Company specifically for such application or based upon written information furnished by the Company, filed in order to qualify the Units under the securities laws of the states where filings were made (any such application, document, or information being hereinafter called “Blue Sky Application”); or (e) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any omission or alleged omission to state therein Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon ; and shall reimburse each Underwriter for any information furnished in writing to the Company legal or other reasonable expenses incurred by such Purchasers, expressly for use therein, Underwriter in connection with investigating or (ii) any violation by the Company of any federal, state defending against or common law, rule or regulation applicable to the Company appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company through the Underwriter by or on behalf of any Underwriter specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or any preliminary prospectus, and the Final Prospectus or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for or any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesBlue Sky Application.,

Indemnification by Company. The Company agrees to indemnify each Agent, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmlesseach Indemnitee harmless from, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners any and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilitiesliabilities and related expenses, costs (includingincluding the fees, without limitationcharges and disbursements of any counsel for any Indemnitee, reasonable attorney’s fees) and expenses imposed on such person caused incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) any untrue the execution or alleged untrue statement delivery of a material fact contained in any Registration Statement, Prospectus this Agreement or any preliminary prospectus agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingother transactions contemplated hereby, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation Loan or the use or intended use of the proceeds therefrom or any Letter of Credit or the use or intended use thereof, (iii) any transfer, sale, delivery, surrender or endorsement of any draft, demand, certificate or other document presented under any Letter of Credit, (iv) any independent undertakings issued by the Company beneficiary of any federalLetter of Credit, state (v) any unauthorized communication or common lawinstruction (whether oral, rule telephonic, written, telegraphic, facsimile or regulation applicable electronic) regarding any Letter of Credit or error in computer transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of any Letter of Credit, (vii) any third party seeking to enforce the Company rights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the fraud, forgery or illegal action of parties other than the Indemnitees with respect to any Letter of Credit, (ix) the enforcement of this Agreement or any rights or remedies under or in connection with any Registration StatementLetter of Credit Document or (x) any actual or prospective claim, Prospectus litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any preliminary prospectusother theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or any amendment or supplement theretoof its Subsidiaries); provided that such indemnity shall not, and shall reimburse in accordance with subparagraph (c) belowas to any Indemnitee, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject be available to the condition thatextent that such losses, insofar as claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the foregoing indemnities relate to gross negligence, bad faith or wilful misconduct of such Indemnitee or (y) any untrue statementaction, alleged untrue statementsuit, proceeding or claim solely among Indemnitees that does not involve an act or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company or any of its Subsidiaries, other than any such action, suit, proceeding or claim against the Administrative Agent, the Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger in its capacity, or in fulfilling its role, as Administrative Agent, Syndication Agent, Co-Documentation Agent or Joint Lead Arranger under this Agreement. This Section shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party apply with respect to such statement Taxes other than any Taxes that represent losses or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of damages arising from any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesnon-Tax claim.

Indemnification by Company. The Company agrees to shall indemnify Lender, and each Related Party (each such Person being called an “Indemnitee”) against, and hold harmlesseach Indemnitee harmless from, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners any and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilitiesliabilities and related expenses (including the fees, costs (includingcharges and disbursements of any counsel for any Indemnitee), without limitationincurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, reasonable attorney’s fees) and expenses imposed on such person caused by in connection with, or as a result of (i) the execution or delivery of this Agreement, any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus other Loan Document or any preliminary prospectus agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, the administration of this Agreement and the other Loan Documents (including in respect of any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmatters addressed in Section 3.01), except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by Loan or Letter of Credit or the Company use or proposed use of the proceeds therefrom (including any federal, state or common law, rule or regulation applicable refusal to honor a demand for payment under a Letter of Credit if the Company documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Registration Statement, Prospectus actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any preliminary prospectusof its Subsidiaries, or any amendment Environmental Liability related in any way to any Borrower or supplement any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and shall reimburse in accordance with subparagraph nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (cy) below, each of the foregoing persons for any legal and result from a claim brought by Company or any other expenses reasonably incurred Loan Party against an Indemnitee for breach in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy bad faith of such corrected Prospectus Indemnitee’s obligations hereunder or amendment under any other Loan Document, if Company or supplement thereto had been provided to such indemnified party other Loan Party has obtained a final and was not sent or given nonappealable judgment in its favor on such claim as determined by such indemnified party at or prior to the time such action was required a court of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiescompetent jurisdiction.

Indemnification by Company. The Company agrees to will indemnify and hold harmless, to harmless the fullest extent permitted by law, the PurchasersSubscriber, each officer of their officersthe Subscriber (or other person serving in a similar capacity), directorseach director of the Subscriber (or other person serving in a similar capacity), partners and employees each underwriter of Registrable Securities and each person other person, if any, who controls the Purchasers (such Subscriber or underwriter within the meaning of the 0000 Xxx) 1933 Act, against all losses, claims, damages, damages or liabilities, costs joint or several, to which the Subscriber or such officer, direction, other person in a similar capacity, underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (including, without limitation, reasonable attorney’s feesor actions in respect thereof) and expenses imposed on such person caused by (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statementregistration statement under which such Registrable Securities were registered under the 1933 Act pursuant to Section 11, Prospectus or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto thereof, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as and will reimburse the same are based upon any information furnished Subscriber and each such officer, director, other person serving in writing to the Company by such Purchasersa similar capacity, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, underwriter and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons controlling person for any legal and any or other expenses reasonably incurred by them in connection with investigating or defending any such claims. The foregoing is subject loss, claim, damage, liability or action; provided, however, that the Company will not be liable to the condition thatSubscriber or any of the Subscriber's officers, insofar as directors or other persons serving in similar capacities, to the foregoing indemnities relate to extent that any such damages arise out of or are based upon an untrue statement, alleged untrue statement, omission statement or alleged omission made in any preliminary prospectus (i) if the Subscriber failed to send or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if deliver a copy of such corrected Prospectus or amendment or supplement thereto had been provided the final prospectus delivered by the Company to such indemnified party and was not sent or given by such indemnified party at the Subscriber with or prior to the time such action was required delivery of such indemnified party written confirmation of the sale by the 1933 Act and Subscriber to the person asserting the claim from which such damages arise, (ii) if delivery of such Prospectus or amendment or supplement thereto the final prospectus would have eliminated (or been a sufficient defense to) any liability of corrected such indemnified party with respect to such untrue statement or omission. Indemnity under this Section 5(aalleged untrue statement or such omission or alleged omission or (iii) shall remain to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in full force and effect regardless of conformity with information furnished by any investigation made by such Subscriber, or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiessuch controlling person, in writing specifically for use in such registration statement or prospectus.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to To the fullest extent permitted by law, the PurchasersCompany will indemnify and hold harmless the Holder, each of their and the partners, members, officers, directors, partners and employees shareholders of the Holder, and each person person, if any, who controls the Purchasers Holder, against any Damages (within as defined below), and the meaning Company will pay to the Holder, controlling person, or other aforementioned person any legal fees and other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that such indemnity shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the 0000 XxxCompany, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Holder, controlling Person, or other aforementioned Person expressly for use in connection with such registration. For the purposes of this Section 4.15, “Damages” means any loss, damage, or liability (joint or several) against all lossesto which a party hereto may become subject under the Securities Act, claimsthe Exchange Act, damagesor other federal or state law, liabilitiesinsofar as such loss, costs damage, or liability (including, without limitation, reasonable attorney’s feesor any action in respect thereof) and expenses imposed on such person caused by arises out of or is based upon (i) any intentional untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement of the Company filed pursuant hereto, Prospectus or including any preliminary prospectus or any amendment or supplement thereto final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, ; or (iiiii) any violation or alleged violation by the Company indemnifying party (or any of its agents or affiliates) of the Securities Act, the Exchange Act, any federal, state or common securities law, or any rule or regulation applicable to promulgated under the Company in connection with any Registration StatementSecurities Act, Prospectus or any preliminary prospectusthe Exchange Act, or any amendment state securities law based upon, or supplement theretoarising out of, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesparty’s obligations arising hereunder.

Indemnification by Company. The Company agrees to indemnify and hold harmless, harmless to the fullest extent permitted by law, the Purchaserslaw each Registrable Securityholder, each of their such Registrable Securityholder’s respective officers, employees, affiliates, directors, partners partners, members, attorneys and employees agents, and each person person, if any, who controls the Purchasers a Registrable Securityholder (within the meaning of Section 15 of the 0000 XxxSecurities Act or Section 20 of the Exchange Act) (each, a “Registrable Securityholder Indemnified Party”), from and against all any expenses, losses, judgments, claims, damages, liabilitiesliabilities or actions, costs (includingwhether joint or several, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) arising out of or based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any the Registration Statement, Prospectus or any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto to the Registration Statement, or arising out of or based upon 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, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation or alleged violation by the Company of any the Securities Act, the Exchange Act or other applicable federal, state state, “blue sky” or common law, law or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of Company in connection with any the Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and . Company shall promptly reimburse in accordance with subparagraph (c) below, each of the foregoing persons Registrable Securityholder Indemnified Party for any legal and any other expenses reasonably incurred by such Registrable Securityholder Indemnified Party in connection with investigating or and defending any such claims. The foregoing is subject expense, loss, judgment, claim, damage, liability or action; provided, however, that Company will not be liable to any Registrable Securityholder Indemnified Party in any such case to the condition thatextent that any such expense, insofar as the foregoing indemnities relate to loss, judgment, claim, damage, liability or action arises out of or is based upon any untrue statement, alleged statement or allegedly untrue statement, statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus prospectus, final prospectus, or Prospectus that is eliminated summary prospectus, or remedied in any Prospectus or such amendment or supplement theretosupplement, the above indemnity obligations of the Company shall not inure in reliance upon and in conformity with information furnished to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given Company, in writing, by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesSecurityholder Indemnified Party expressly for use therein.

Indemnification by Company. The Company agrees shall, without limitation as to time, indemnify and hold harmless, to the fullest full extent permitted by law, the Purchasers, each holder of their Registered Registrable Securities and each Person who controls such holder or such officers, directors, partners and agents or employees and each person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable including the costs of preparation and attorney’s fees) and expenses imposed on such person (collectively, “Losses”) caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made (in the case of any Prospectus), not misleading, except (i) insofar as the same are based upon caused by or contained in any information furnished in writing to the Company by such Purchasers, holder expressly for use therein, or therein and (ii) any violation by the Company shall not be liable to any holder of any federal, state Registered Registrable Securities (or common law, rule or regulation applicable to the Company in connection its controlling persons) with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate respect to any untrue statement, alleged untrue statement, statement or omission or alleged untrue statement or omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus which was corrected in a Prospectus or amendment or prospectus supplement thereto, delivered by the above indemnity obligations Company to such holder prior to the sale of the Company shall Registered Registrable Securities in question if the person asserting such Loss, purchased securities from such holder but was not inure to the benefit of any indemnified party if timely sent or given a copy of such corrected Prospectus or amendment or prospectus supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to written conformation of the time such action was required sale of such indemnified party by securities to such person. If requested, the 1933 Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution and each Person who controls such Persons (within the meaning of the Securities Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense tothe Exchange Act) any liability of such indemnified party to the same extent as provided above with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer indemnification of the holders of Registered Registrable Securities and Additional Registrable Securitiestheir controlling persons.

Indemnification by Company. The Company agrees to indemnify and hold harmlessindemnify, to the fullest extent permitted by law, the PurchasersStockholder, each affiliate of their officers, directors, partners and employees Stockholder and each person officer, director, employee, counsel, agent or representative of Stockholder and its affiliates and each Person who controls the Purchasers any such Person (within the meaning of either Section 15 of the 0000 XxxSecurities Act or Section 20 of the Exchange Act) against against, and hold it and them harmless from, all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s feescosts of preparation and attorneys' fees and disbursements) and expenses, including expenses imposed on such person of investigation (collectively, "Losses") arising out of, caused by (i) or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (a "Misstatement/Omission"), except or 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; provided, however, that the Company shall not be liable insofar as the same are based such Misstatement/Omission or violation is made in reliance upon any and in conformity with information furnished in writing to the Company by such Purchasers, Stockholder expressly for use therein. In connection with an underwritten offering, or (ii) any violation by the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of any federal, state either Section 15 of the Securities Act or common law, rule or regulation applicable Section 20 of the Exchange Act) to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar same extent as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the provided above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omissionthe indemnification of Stockholder. Indemnity under this Section 5(a) This indemnity shall remain be in full force and effect regardless of addition to any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesother indemnification arrangements to which Company may otherwise be party.

Indemnification by Company. The Company agrees to indemnify and hold harmlessharmless the Investor and its partners, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners and employees and agents, and each person Person who controls the Purchasers any such Persons (within the meaning of Section 15 of the 0000 XxxSecurities Act or Section 20 of the Exchange Act) (collectively, the "Investor") against all losses, losses claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) liabilities and expenses imposed on such person caused by (icollectively, "Losses") arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon caused by or contained in any information furnished in writing to the Company by such Purchasers, the Investor 10 expressly for use therein; provided, however, that the Company shall not be liable to the Investor to the extent that any Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission make in any preliminary prospectus if (i) the Investor failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by the Investor of a Registrable Security to the Person asserting the claim from which such Losses arise and (ii) any violation by the Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; provided, further, that the Company of shall not be liable in any federal, state or common law, rule or regulation applicable such case to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending extent that any such claims. The foregoing is subject to Losses arise out or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the condition thatProspectus, insofar as the foregoing indemnities relate to any if (x) such untrue statement, statement or alleged untrue statement, omission or alleged omission made is corrected in any preliminary prospectus or Prospectus that is eliminated or remedied all material respects in any Prospectus or an amendment or supplement thereto, in the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had and (y) having previously been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Prospectus as so amended or supplemented, the Investor thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Securities and Additional Registrable SecuritiesSecurity to the Person asserting the claim for which such Losses arise.

Indemnification by Company. The Company Outdoor Americas agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach Holder, each of such Holder’s Affiliates and their respective officers, directors, partners employees, advisors, and employees agents and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, costs (including, without limitation, reasonable attorney’s feeswhether or not such indemnified party is a party thereto) and expenses imposed on such person caused by expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively, “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus or any preliminary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that Outdoor Americas has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) any misstatement of a material fact, or an omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make a statement not materially misleading (in the statements therein case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which such statement was made); provided, however, that Outdoor Americas shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon a misstatement of a material fact, or an omission of a material fact necessary to make a statement not materially misleading, except insofar as the same are based in any such Registration Statement (i) in reliance upon any and in conformity with written information furnished in writing to the Company Outdoor Americas by such Purchasers, indemnified party expressly for use therein, in the preparation thereof or (ii) any violation by which has been corrected in a subsequent filing with the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to SEC but such indemnified party and was not sent or given by nonetheless failed to provide such indemnified party at or prior corrected filing to the time Person asserting such action was required Loss, in breach of such the indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) party’s obligations under applicable law. This indemnity shall be in addition to any liability of such indemnified party with respect to such statement or omissionOutdoor Americas may otherwise have. Indemnity under this Section 5(a) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiessuch securities by such Holder.

Indemnification by Company. The Company agrees to indemnify and hold harmlessharmless each Selling Holder of Registrable Shares, to the fullest extent permitted by law, the Purchasers, each of their its officers, directors, partners and employees agents and each person Person, if any, who controls the Purchasers (such Selling Holder within the meaning of either Section 15 of the 0000 XxxSecurities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from and against any and all losses, claims, damages, liabilities, costs liabilities and judgments (including, without limitationthe reasonable legal expenses incurred in connection with any action, reasonable attorney’s feessuit or proceeding) and expenses imposed on such person caused by arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement or any preliminary prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVER, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf for use therein, or by any Holder's failure to deliver a copy of the Registration Statement, Prospectus Statement or any preliminary prospectus, prospectus or any amendment or supplement thereto, and shall reimburse in accordance thereto after being furnished with subparagraph (c) below, each a sufficient number of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party copies thereof by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesCompany.

Indemnification by Company. The Company agrees to indemnify and hold harmlessharmless each Selling Holder of Registrable Shares, to the fullest extent permitted by law, the Purchasers, each of their its officers, directors, partners and employees agents and each person Person, if any, who controls the Purchasers (such Selling Holder within the meaning of either Section 15 of the 0000 XxxSecurities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, costs liabilities and judgments (including, without limitationthe reasonable legal expenses incurred in connection with any action, reasonable attorney’s feessuit or proceeding) and expenses imposed on such person caused by arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement or any preliminary prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, federal state or common law, law rule or regulation applicable to the Company and relating to action or inaction required by the Company in connection with any such registration; provided, however, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf expressly for use therein, or by any Holder's failure to deliver a copy of the Registration Statement, Prospectus Statement or any preliminary prospectus, prospectus or any amendment or supplement thereto, and shall reimburse in accordance thereto after being furnished with subparagraph (c) below, each a sufficient number of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party copies thereof by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesCompany.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchasers, each of their officers, directors, partners and employees Holder and each person Person who controls the Purchasers such Holder (within the meaning of the 0000 Xxx) Securities Act), and each of their respective partners, members, officers, directors, employees and agents (collectively, the "Company Indemnified Persons"), against any and all losses, claims, damages, liabilities, reasonable attorneys fees, costs (including, without limitation, reasonable attorney’s fees) or expenses and costs and expenses imposed on of investigating and defending any such person caused by claim (icollectively, "Damages"), joint or several, and any action in respect thereof to which any such Company Indemnified Person may become subject under the Securities Act or otherwise, insofar as such Damages (or proceedings in respect thereof) arise out of, or are based upon, any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon caused by or contained in any information furnished in writing to the Company by such Purchasers, Holder expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall promptly reimburse in accordance with subparagraph (c) below, each of the foregoing persons Company Indemnified Person for any legal and any other expenses reasonably incurred by that Company Indemnified Person in connection with investigating or defending or preparing to defend against any such claims. The foregoing is subject Damages or proceedings; provided, however, that the Company shall not be liable in any such case to the condition thatextent that any such Damages arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such offering does not involve an underwriter, insofar as (ii) such Holder failed to deliver or cause to be delivered a copy of the foregoing indemnities relate Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Company had timely furnished such Holder with a sufficient number of copies of the same and (iii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and provided, further, that the Company shall not be liable in any such case to the extent that any such Damages arise out of or are based upon an untrue statementstatement or alleged untrue statement or omission or alleged omission in the Prospectus, if (x) such offering does not involve an underwriter, (y) such untrue statement or alleged untrue statement, omission or alleged omission made is completely corrected in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or an amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of Prospectus and (z) the Holder thereafter fails to deliver such corrected Prospectus as so amended or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or supplemented prior to or concurrently with the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Company had furnished such Holder with a sufficient number of copies of the same. The Company also agrees to indemnify underwriters, selling brokers, dealer managers and Additional Registrable Securitiessimilar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders.

Indemnification by Company. The Company agrees to indemnify -------------------------- and hold harmless, to the fullest extent permitted by law, law the PurchasersInvestors, each of their officers, directors, partners and employees and each person who controls the Purchasers Investors (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such PurchasersInvestors, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by lawlaw each Investor, the Purchasers, each of their its officers, directors, partners partners, members, managers and employees and each person who controls the Purchasers such Investor (within the meaning of the 0000 1000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such PurchasersInvestor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by lawlaw each Investor, the Purchasers, each of their its officers, directors, partners stockholders and employees and each person who controls the Purchasers such Investor (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such PurchasersInvestor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to will indemnify and hold harmless, to the fullest full extent permitted by law, the Purchasers, each of their officers, directors, partners and employees Requesting Holder and each person other Person, if any, who controls the Purchasers such Requesting Holder (within the meaning of the 0000 Xxx) Securities Act), and their respective directors, officers, partners, Agents and Affiliates against all losses, claims, damages, liabilitiesliabilities (or actions in respect thereto) and expenses, costs (including, without limitation, the reasonable attorney’s fees) , disbursements and other charges of legal counsel and reasonable costs of investigation (collectively, a "Loss" or "Losses"), to which any such Person may be subject, under the Securities Act or otherwise, and reimburse all such Persons for any other expenses imposed on incurred with investigating or defending against any Losses, insofar as such person caused by (i) Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any a Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same arise out of or are based upon any an untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission is made therein in reliance upon and in conformity with information furnished in writing to the Company by such Purchasers, Requesting Holder expressly for use therein. The Company will also indemnify underwriters, or selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (iiwithin the meaning of the Securities Act) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar same extent as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the provided above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless the indemnification of any investigation made by or on behalf each Requesting Holder of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the PurchasersPurchaser, each investment advisor and investment sub-advisor of the Purchaser and each of their respective officers, directors, partners partners, members and employees and each person who controls the Purchasers Purchaser (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasersthe Purchaser, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a6(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to harmless the fullest extent permitted by lawAdministrative Agent, the PurchasersArrangers, the Lenders and the respective affiliates of the foregoing and each of their officersrespective Related Parties (each, directors, partners an “Indemnified Party”) from and employees against any and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs and reasonable and documented out-of-pocket expenses and disbursements (includingincluding reasonable fees and disbursements of one outside counsel for all Indemnified Parties, without limitationtaken as a whole, reasonable attorney’s feesand, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs the Company of such conflict and expenses thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Party and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel in multiple jurisdictions) for such affected Indemnified Party) of any kind or nature whatsoever (“Claims”) which may be imposed on on, incurred by or asserted against such person caused by Indemnified Party in connection with or arising out of any investigation, litigation or proceeding (including any threatened investigation, litigation or proceeding or preparation of a defense in connection therewith) related to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances; provided that the foregoing indemnity shall not apply to the Claims of any Indemnified Party to the extent such Claims (i) any untrue or alleged untrue statement are found in a final and non-appealable judgment of a material fact contained in any Registration Statementcourt of competent jurisdiction to have resulted from the willful misconduct, Prospectus bad faith or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadinggross negligence of such Indemnified Party, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation result from a claim brought by the Company or any of any federal, state or common law, rule or regulation applicable to its Subsidiaries against such Indemnified Party for material breach of such Indemnified Party’s obligations under this Agreement if the Company or such Subsidiary has obtained a final and non-appealable judgment in connection with any Registration Statement, Prospectus its or its Subsidiary’s favor on such claim as determined by a court of competent jurisdiction or (iii) result from a proceeding that does not involve an act or omission by the Company or any preliminary prospectusof its Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than claims against any arranger, bookrunner or agent in its capacity or in fulfilling its roles as an arranger, bookrunner or agent hereunder or any similar role with respect to this Agreement or any Commitments). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.06 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its directors, equityholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their Affiliates, or any amendment of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each otherwise relating to this Agreement or any of the foregoing persons for other Loan Documents or any legal and agreement or instrument contemplated hereby, any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to transactions contemplated herein or the benefit of any indemnified party if a copy of such corrected Prospectus actual or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer proposed use of the Registrable Securities and Additional Registrable Securitiesproceeds of the Advances.

Indemnification by Company. The Subject to the conditions set forth below, the Company agrees to indemnify and hold harmlessharmless Executive from and against any and all loss, to the fullest extent permitted by lawliability, the Purchaserscharge, each claim, damage, and expense whatsoever (which shall include, for all purposes of their officersthis SECTION 4.10, directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitationbut not be limited to, reasonable attorney’s fees) attorneys' fees and any and all reasonable expenses imposed on such person caused by (i) whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), as and when incurred, arising out of, based upon, or in connection with any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statementregistration statement, Prospectus preliminary prospectus, or any preliminary final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto thereto, relating to the sale of any of the Registrable Securities or (B) in any application or other document or communication (in this SECTION 4.10 collectively called an "Application") executed by or on behalf of the Company and based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Registrable Securities under the Securities Act or blue sky laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, except insofar as the same are based unless such statement or omission was made in reliance upon any and in conformity with written information furnished in writing to the Company by such Purchasersor on behalf of Executive for inclusion in any registration statement, expressly for use thereinpreliminary prospectus, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary final prospectus, or any amendment or supplement thereto, and or in any application, as the case may be. If any action is brought against Executive in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, Executive shall reimburse promptly notify the Company in accordance with subparagraph (c) below, each writing of the foregoing persons for institution of such action (the failure to notify the Company within a reasonable time of the commencement of any legal such action, to the extent prejudicial to the Company's ability to defend such action, shall relieve the Company of liability to Executive pursuant to this SECTION 4.10) and the Company shall promptly assume the defense of such action, including the employment of counsel, provided that Executive shall have the right to employ his own counsel in any other such case, but the fees and expenses reasonably incurred of such counsel shall be at the expense of Executive unless the employment of such counsel shall have been authorized in writing by the Company in connection with investigating the defense of such action or defending Executive shall have reasonably concluded that there may be one or more legal defenses available to him which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of Executive. Notwithstanding anything in this SECTION 4.10 to the contrary, the Company shall not be liable for any settlement of any such claimsclaim or action effected without its written consent. The foregoing is subject Company shall not, without the prior written consent of Executive, settle or compromise any action, or permit a default or consent to the condition thatentry of judgment in or otherwise seek to terminate any pending or threatened action, insofar as in respect of which indemnity may be sought hereunder, unless such settlement, compromise, consent, or termination includes an unconditional release of Executive from all liability in respect of such action. The Company agrees promptly to notify Executive of the foregoing indemnities relate to commencement of any untrue litigation or proceedings against the Company or any of its officers or directors in connection with the sale of any Registrable Securities or any preliminary prospectus, prospectus, registration statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure or any application relating to the benefit any sale of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 1000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees shall indemnify, hold harmless and defend any person (and such person’s heirs, executors or administrators) from and against any loss, expense, damage or injury suffered or sustained by them by reason of the fact that such person is or was a Member, or an officer, director, member, manager, director or employee of such Member, or an officer, director or manager of the Company, or while an officer, director or manager of the Company, is or was serving at the request of the Company as a director, officer, manager, member, fiduciary, trustee, employee or agent of another entity (individually, an “Indemnified Person” and collectively, the “Indemnified Persons”), including but not limited to indemnify any judgment, award, settlement, reasonable attorneys’ fees and hold harmlessother costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct by the Indemnified Person. Reasonable expenses incurred by the Indemnified Person in connection with any such proceeding relating to the fullest extent permitted foregoing matters may be paid or reimbursed by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers (within the meaning Company in advance of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on final disposition of such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based proceeding upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation receipt by the Company of any federal, state or common law, rule or regulation applicable to (a) written affirmation by the Indemnified Person requesting indemnification of its good-faith belief that it has met the standard of conduct necessary for indemnification by the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (cb) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made written undertaking by or on behalf of any indemnified party and such Indemnified Person to repay such amount if it shall survive the permitted transfer ultimately be determined by a court of competent jurisdiction that such Indemnified Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the Registrable Securities Covered Person but need not be secured. The Company may indemnify any person (and Additional Registrable Securitiessuch person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, member, fiduciary, trustee, employee or agent of another company, partnership, joint venture, trust, limited liability company or other business enterprise, for and against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx1933 Act) against all losses, claims, damages, liabilities, costs (includinginxxxxxxx, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company hereby agrees to indemnify and hold harmlessharmless Boundless, to the fullest extent permitted by law, the Purchasers, each of their its officers, directors, partners and employees directors and each person Person who controls the Purchasers (Boundless within the meaning of the 0000 Xxx) against Securities Act, from and against, and agrees to reimburse Boundless, its officers, directors and controlling Persons with respect to, any and all claims, actions (actual or threatened), demands, losses, claims, damages, liabilities, costs (includingand expenses, including without limitationlimitation attorneys' fees, reasonable attorney’s fees) and to which any such indemnified Person may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses imposed on such person caused by (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in such registration statement, any Registration Statementprospectus contained therein, Prospectus or any preliminary prospectus or any amendment or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, except insofar as however, that the same are based upon Company will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense suffered by Boundless, its officers, directors and controlling Persons is caused by an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with written information furnished in writing to the Company by such Purchasers, expressly Boundless specifically for use thereinin the preparation thereof; provided, further, that with respect to an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any a preliminary prospectus or Prospectus that is but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective (or an amended prospectus filed with the Commission pursuant to Rule 424(b)) (the "Final Prospectus"), or made in the Final Prospectus but eliminated in any Prospectus or amendment or supplement theretofiled subsequent to the Final Prospectus (a "Subsequent Amendment"), the above this indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus Boundless, its officers, directors or amendment or supplement thereto had controlling Persons if, having previously been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Registrable Securities and Additional Registrable SecuritiesFinal Prospectus or Subsequent Amendment, as applicable, Boundless thereafter fails to deliver, prior to or concurrently with the sale of securities to such person, a copy of the Final Prospectus or Subsequent Amendment, as applicable, to the person asserting the claim, action, demand, loss, damage, liability, cost or expense.

Indemnification by Company. The Company agrees shall, without limitation as to time, indemnify and hold harmless, to the fullest full extent permitted by law, the Purchasers, each holder of their Registered Registrable Securities and each Person who controls such holder or such officers, directors, partners and agents or employees and each person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable including the costs of preparation and attorney’s 's fees) and expenses imposed on such person (collectively, "Losses") caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made (in the case of any Prospectus), not misleading, except (i) insofar as the same are based upon caused by or contained in any information furnished in writing to the Company by such Purchasers, holder expressly for use therein, or therein and (ii) any violation by the Company shall not be liable to any holder of any federal, state Registered Registrable Securities (or common law, rule or regulation applicable to the Company in connection its controlling persons) with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate respect to any untrue statement, alleged untrue statement, statement or omission or alleged untrue statement or omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus which was corrected in a Prospectus or amendment or prospectus supplement thereto, delivered by the above indemnity obligations Company to such holder prior to the sale of the Company shall Registered Registrable Securities in question if the person asserting such Loss, purchased securities from such holder but was not inure to the benefit of any indemnified party if timely sent or given a copy of such corrected Prospectus or amendment or prospectus supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to written conformation of the time such action was required sale of such indemnified party by securities to such person. If requested, the 1933 Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution and each Person who controls such Persons (within the meaning of the Securities Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense tothe Exchange Act) any liability of such indemnified party to the same extent as provided above with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer indemnification of the holders of Registered Registrable Securities and Additional Registrable Securitiestheir controlling persons.

Indemnification by Company. The From and after the Effective Date, provided a claim is made during the Survival Period, if applicable, and subject to and in accordance with Section 5.3.2 below, the Company agrees to indemnify will indemnify, defend and hold harmless, to the fullest extent permitted by law, the Purchasers, each of their Pebblebrook and its respective officers, directors, partners employees, partners, and employees agents (collectively, the “Pebblebrook Indemnified Parties”) harmless from and each person who controls against any and all Losses suffered or incurred by the Purchasers Pebblebrook Indemnified Parties, directly or indirectly, caused by, resulting from or arising out of (within a) any breach of any representation or warranty of such contained in Section 9.1.2 of this Agreement, (b) any breach of any representation or warranty of such contained in Section 9.1.3 of this Agreement, (c) any breach or nonperformance of any covenant or agreement made by the meaning Company in Section 9.4 of this Agreement, and (d) any claim against or liability of the 0000 XxxCompany, a Subsidiary or Fee Owner that accrued prior to the Closing not disclosed in this Agreement or contained in the materials made available to Pebblebrook prior to the Effective Date (individually, a “Breach” and collectively, as applicable, “Breaches”). Notwithstanding anything contained in this Agreement to the contrary, it is expressly agreed and understood by the parties that if the Closing of the transactions hereunder shall have occurred, then Company shall have no liability (and Pebblebrook shall make no claim against Company) against all lossesfor a Breach or Breaches under clauses (a), claims(b) (c) and/or (d) above, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by unless (i) any untrue or alleged untrue statement the valid claims for all such breaches and indemnifications collectively aggregate to more than $100,000, in which event the full amount of a material fact contained in any Registration Statementsuch claims shall be actionable, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or and (ii) any violation by the liability of the Company of any federal, state to Pebblebrook under this Agreement with respect to a Breach or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph Breaches under (y) clauses (b) and/or (c) belowabove does not exceed, each in the aggregate, an amount (the “Property Maximum Liability Amount”) equal to $3,000,000 per Property and (z) clauses (a) or (d) above does not exceed, in the aggregate, the sum of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations amount of the Company shall not inure to Capital Contribution and the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to LJDD Purchase Price (the time such action was required of such indemnified party by “Corporate Maximum Liability Amount”) (it being understood that the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party Company’s liability, in the aggregate, under this Agreement with respect to such statement (A) a Breach or omissionBreaches under clauses (b) and/or (c) above, shall in no event exceed, in the aggregate, the Property Maximum Liability Amount per Property and (B) a Breach or Breaches under clauses (a) and (d) above shall in no event exceed, in the aggregate, the Corporate Maximum Liability Amount). Indemnity under this Section 5(a) In no event shall remain in full force and effect regardless of Mezz IV or the Company be liable for any investigation made by special, consequential or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiespunitive damages.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the PurchasersHolder, each investment advisor and investment sub-advisor of the Holder and each of their respective officers, directors, partners partners, members and employees and each person who controls the Purchasers Holder (within the meaning of the 0000 1000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasersthe Holder, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been timely provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach Requesting and Participating Holder, each of their its officers, directors, partners and employees employees, and each person Person who controls the Purchasers any such Holder (within the meaning of Section 15 of the 0000 Xxx) Securities Act), from and against all losses, claims, damages, liabilities, costs (including, without limitation, and reasonable attorney’s fees) and expenses imposed on such person caused by (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon caused by or contained in any information furnished in writing to the Company in writing by such Purchasers, Holder or any other holder of Common Stock expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, or (ii) any violation by the Company expense of any federal, state such Holder arises out of or common law, rule is based upon an untrue statement or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any such preliminary prospectus Prospectus, if: (1) such Holder or its agents failed to deliver a copy of the Prospectus to the Person asserting such loss, claim, damage, liability, or expense after the Company had furnished such Holder with a sufficient number of copies of the same, and (2) the Prospectus corrected such untrue statement or omission; and provided further that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure be liable in any such case to the benefit extent that any such loss, claim, damage, liability, or expense arises out of any indemnified party or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if a copy of such untrue statement or alleged untrue statement or omission or alleged omission is corrected Prospectus or in an amendment or supplement thereto had been provided to the Prospectus and such indemnified party and was not sent Holder or given by its agents thereafter fails to deliver such indemnified party at Prospectus as so amended or supplemented prior to or concurrently with the sale of the Common Stock covered by a Registration Statement to the Person asserting such loss, claim, damage, liability, or expense after the Company had furnished such Holder with a sufficient number of copies thereof in a manner and at a time such action was required of such indemnified party by the 1933 Act and if sufficient to permit delivery of the same. The Company will also indemnify underwriters, selling brokers, dealer managers, and similar securities industry professionals participating in the distribution, their officers and directors, and each Person who controls such Prospectus or amendment or supplement thereto would have eliminated Persons (or been a sufficient defense to) any liability within the meaning of such indemnified party Section 15 of the Securities Act), to the same extent as provided above with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer indemnification of the Registrable Securities Requesting and Additional Registrable SecuritiesParticipating Holders, if requested.

Indemnification by Company. The Company agrees to indemnify and hold harmlessharmless each Holder of Registrable Securities, to the fullest extent permitted by law, the Purchasers, each of their its officers, directors, partners and employees and agents and each person Person who controls the Purchasers (such Holder within the meaning of either Section 15 of the 0000 XxxSecurities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) liabilities and expenses imposed on such person caused by (iincluding reasonable costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration StatementStatement or Prospectus, Prospectus or any preliminary prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such Purchasers, Holder expressly for use therein; provided, or (ii) any violation by however, that the Company of shall not be liable in any federal, state or common law, rule or regulation applicable such case to the Company extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in connection with any such Registration Statement, Statement or Prospectus or any preliminary prospectus, if such untrue statement or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made is completely corrected in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or an amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Registration Statement or Prospectus or amendment or supplement thereto had preliminary prospectus and if, having previously been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such Holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities and Additional Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnified Holder in respect of which indemnity may be sought from the Company, such Indemnified Holder shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Holder and the payment of all expenses. Such Indemnified Holder shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Holder unless (a) the Company has agreed to pay such fees and expenses or (b) the Company shall have failed to assume the defense of such action or proceeding and has failed to employ counsel reasonably satisfactory to such Indemnified Holder in any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the Company or (c) such Indemnified Holder shall have been advised in writing by counsel that there is a conflict of interest between such Indemnified Holder and the Company or that there are additional defenses or claims that it may assert that are adverse to or not in the interest of the Company and separate counsel is required to represent such interests (in which case, if such Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Holder, it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder and any other Indemnified Holders, which firm shall be designated in writing by such Indemnified Holders). The Company shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding for which the Company received notice hereunder, the Company agrees to indemnify and hold harmless such Indemnified Holder from and against any loss or liability by reason of such settlement or judgment.

Indemnification by Company. The Company agrees to indemnify and hold harmlessindemnify, to the fullest full extent permitted by law, the Purchaserseach Seller, each and any of their officers, directors, partners and employees and partners, and each person Person who controls the Purchasers (such Seller within the meaning of Section 15 of the 0000 XxxSecurities Act and Section 20(a) of the Exchange Act (each a "Shareholder Indemnified Party") against any and all losses, claims, damages, liabilitiesliabilities or expenses, costs joint or several (includingcollectively, without limitation, reasonable attorney’s fees"Damages") and expenses imposed on such person caused by to which they or any of them may become subject: (i) under the Securities Act, the Exchange Act, or otherwise, insofar as such Damages (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, Prospectus or any prospectus, preliminary prospectus or any amendment to any of the foregoing, or supplement thereto arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) as a result of or in connection with any violation of applicable Federal, except insofar state or foreign laws or regulations (collectively, "Laws") by the Company (other than as a result of any act committed by or knowing omission of a Shareholder Indemnified Party without the same Company's approval) or any of the Company's employees, officers or directors in connection with any such registration; provided, however, that the Company will not be liable if any such Damages arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Purchasers, expressly Shareholder Indemnified Party in a signed document stating that such information is specifically for use therein; provided, or (ii) any violation by the Company of any federalfurther, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of that the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing indemnity is subject to the condition that, insofar as the foregoing indemnities relate it related to any untrue statement, alleged untrue statement, omission or alleged omission made in any a preliminary prospectus or Prospectus that is but eliminated or remedied in any Prospectus or amendment or supplement theretothe final prospectus (filed pursuant to Rule 424(b) under the Securities Act), the above such indemnity obligations of the Company shall not inure to the benefit of the Sellers from whom the Person asserting any indemnified party Damages purchased the Registrable Securities which are the subject thereof, if a copy copies of such corrected Prospectus or amendment or supplement thereto had been provided final prospectus were delivered to such indemnified party Seller on a timely basis and was such Seller did not sent or given by deliver to such indemnified party at Person the final prospectus with or prior to the time such action was required written confirmation for the sale of such indemnified party by Registrable Securities to such Person. In connection with an underwritten offering, the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party Company will indemnify the underwriters thereof to the same extent as provided above with respect to such statement or omissionthe indemnification of Shareholder Indemnified Parties and use its reasonable best efforts to obtain a reciprocal and mutual indemnity from the underwriters. Indemnity under this Section 5(a) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party such Shareholder Indemnified Party and shall survive any transfer by the permitted transfer same of the Registrable Securities and Additional Registrable Securitiesof the Sellers.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 1000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and -------------------------- hold harmlessharmless each Holder of Registrable Securities, to the fullest extent permitted by law, the Purchasers, each of their its officers, directors, partners and employees and Agents and each person Person who controls the Purchasers (such Holder within the meaning of either Section 15 of the 0000 XxxSecurities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified ----------- Holder") from and against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) liabilities and expenses imposed on such person caused by ------ (iincluding reasonable costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Statement or Prospectus or any preliminary prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Purchasers, Holder or any underwriter expressly for use therein; provided, or (ii) any violation by however, that the Company of shall not be liable in any federal, state or common law, rule or regulation applicable such case to the Company extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in connection with any Registration Statement, Prospectus or any preliminary prospectus, if such untrue statement or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made is completely corrected in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or an amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had preliminary prospectus and if, having previously been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Securities Security to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such Holder. This indemnity will be in addition to any liability which the Company may otherwise have. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnified Holder in respect of which indemnity may be sought from the Company, such Indemnified Holder shall promptly notify the Company in writing, and Additional Registrable Securitiesthe Company shall assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Holder and the payment of all expenses. Such Indemnified Holder shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Holder unless (a) the Company has agreed to pay such fees and expenses or (b) the Company shall have failed to assume the defense of such action or proceeding and has failed to employ counsel satisfactory to such Indemnified Holder in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the Company, and such Indemnified Holder shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Holder which are different from or additional to those available to the Company (in which case, if such Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Holder, it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder and any other Indemnified Holders, which firm shall be designated in writing by such Indemnified Holders). The Company shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Company agrees to indemnify and hold harmless such Indemnified Holders from and against any loss or liability by reason of such settlement or judgment.

Indemnification by Company. The Company agrees to shall indemnify Parent, its stockholders, Acquisition and hold harmlesstheir respective affiliates and each of their respective current and former officers, directors, employees, agents and representatives (individually an “Indemnitee” and collectively the “Indemnitees”), to the fullest extent permitted by applicable law, but only with respect to any actual out-of-pocket defense cost or expense incurred by an Indemnitee directly in connection with the defense of any claim asserted against an Indemnitee which is directly based on an allegation that an Indemnitee has induced or acted in concert with the Company or any of its directors to act contrary to or in violation of any duty under applicable law, to which the Company and any of its directors are subject, to the extent, but only to the extent, such allegation directly relates to the negotiation, execution or delivery of this Agreement by the parties hereto (an “Indemnifiable Matter”); provided, however, in no event shall the Company be responsible for indemnifying or making any payment to, or on behalf of, any Indemnitee hereunder with respect to any settlement, judgment, contribution, indemnification or similar payment made to or on behalf of any party in connection with the settlement, disposition, resolution or dismissal of any action, case, proceeding, allegation, arbitration or other similar proceeding other than one requiring payment by Parent or Acquisition of fees and expenses of counsel for the claiming party. Promptly after receipt by an Indemnitee of notice of the assertion of any claim or the commencement of any action against such Indemnitee in respect to which indemnity or reimbursement may be sought against under this Section 5.15 (an “Assertion”) such Indemnitee shall notify the Company in writing of the Assertion, but the failure to so notify shall not relieve the Company of any liability it may have to such Indemnitee hereunder except to the extent that such failure shall have actually prejudiced the Company in defending against such Assertion. In the event that following receipt of notice from the Indemnitee, the Company notifies the Indemnitee that the Company desires to defend the Indemnitee against such Assertion, the Company shall have the right to defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnitee desires to participate in any such defense it may do so at its sole cost and expense; provided that if the defendants in any such action shall include the Company and/or its officers or directors as well as an Indemnitee and such Indemnitee shall have received the written advice of counsel that there exist defenses available to such Indemnitee that are materially different from those available to the Company and/or such officers or directors, the Indemnitee shall have the right to select one separate counsel (and one local counsel in such jurisdictions as are necessary) reasonably acceptable to the Company to participate in the defense of such action on its behalf, at the expense of the Company. If any Indemnitee retains such counsel, then to the extent permitted by law, the Purchasers, each Company shall periodically advance to such Indemnitee its reasonable legal and other out-of-pocket expenses relating to the Indemnifiable Matter (including the reasonable cost of their officers, directors, partners any investigation and employees and each person who controls preparation incurred in connection therewith). No Indemnitee shall settle any Assertion without the Purchasers (within the meaning prior written consent of the 0000 Xxx) against all lossesCompany, claims, damages, liabilities, costs (including, nor shall the Company settle any Assertion in which an Indemnitee is named as a defendant without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by either (i) any untrue or alleged untrue statement the written consent of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to all Indemnitees against whom such Assertion was made (which consents shall not be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use thereinunreasonably withheld), or (ii) any violation by obtaining an unconditional general release from the Company party making the Assertion for all Indemnitees as a condition of any federal, state or common law, rule or regulation applicable to such settlement. The provisions of this Section 5.15 are intended for the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement theretobenefit of, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement theretobe enforceable by, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesrespective Indemnitees.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach holder of Registrable Securities, each of its Affiliates and their respective officers, directors, partners shareholders, employees, advisors, and employees agents and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, costs (including, without limitation, reasonable attorney’s feeswhether or not such indemnified party is a party thereto) and expenses imposed on such person caused by expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a "LOSS" and collectively "LOSSES") arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus or any preliminary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or (ii) 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 case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; PROVIDED, except insofar as HOWEVER, that the same are Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied such Registration Statement in any Prospectus or amendment or supplement thereto, the above indemnity obligations of reliance upon and in conformity with written information furnished to the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior expressly for use in the preparation thereof. This indemnity shall be in addition to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omissionthe Company may otherwise have. Indemnity under this Section 5(a) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the permitted transfer of such securities by such holder. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the Registrable distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and Additional Registrable Securitiesthe Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Indemnification by Company. The Subject to the conditions set forth below, the Company agrees to indemnify and hold harmlessharmless the Holder from and against any and all loss, to the fullest extent permitted by lawliability, the Purchaserscharge, each claim, damage, and expense whatsoever (which shall include, for all purposes of their officersthis Section 7(k), directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitationbut not be limited to, reasonable attorney’s fees) attorneys’ fees and any and all reasonable expenses imposed on such person caused by (i) whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), as and when incurred, arising out of, based upon, or in connection with any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statementregistration statement, Prospectus preliminary prospectus, or any preliminary final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto thereto, relating to the sale of any of the Registrable Shares or (B) in any application or other document or communication (in this Section 7(k) collectively called an “Application”) executed by or on behalf of the Company and based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Registrable Shares under the Act or blue sky laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, except insofar as the same are based unless such statement or omission was made in reliance upon any and in conformity with written information furnished in writing to the Company by such Purchasersor on behalf of the Holder for inclusion in any registration statement, expressly for use thereinpreliminary prospectus, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary final prospectus, or any amendment or supplement thereto, and or in any Application, as the case may be. If any action is brought against the Holder in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Holder shall reimburse promptly notify the Company in accordance with subparagraph (c) below, each writing of the foregoing persons for institution of such action (the failure to notify the Company within a reasonable time of the commencement of any legal such action, to the extent prejudicial to the Company’s ability to defend such action, shall relieve the Company of liability to the Holder pursuant to this Section 7(k) and the Company shall promptly assume the defense of such action, including the employment of counsel, provided that the Holder shall have the right to employ his or her own counsel in any other such case, but the fees and expenses reasonably incurred of such counsel shall be at the expense of the Holder unless the employment of such counsel shall have been authorized in writing by the Company in connection with investigating the defense of such action or defending the Holder shall have reasonably concluded that there may be one or more legal defenses available to him or her which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of the Holder. Notwithstanding anything in this Section 7(k) to the contrary, the Company shall not be liable for any settlement of any such claimsclaim or action effected without its written consent. The foregoing is subject Company shall not, without the prior written consent of the Holder, settle or compromise any action, or permit a default or consent to the condition thatentry of judgment in or otherwise seek to terminate any pending or threatened action, insofar as in respective of which indemnity may be sought hereunder, unless such settlement, compromise, consent, or termination includes an unconditional release of the foregoing indemnities relate Holder from all liability in respect of such action. The Company agrees promptly to notify the Holder of the commencement of any untrue litigation or proceedings against the Company or any of its officers or directors in connection with the sale of any Registrable Shares or any preliminary prospectus, prospectus, registration statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure or any application relating to the benefit any sale of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesShares.

Indemnification by Company. The Subject to Bermuda law, the Company agrees to will indemnify and hold harmlessharmless each Underwriter, to the fullest extent permitted by lawits directors, the Purchasers, each of their officers, directorsemployees, partners members and employees agents, and each person who controls the Purchasers (any Underwriter within the meaning of either the 0000 Xxx) Securities Act or the Exchange Act against any and all losses, claims, damages, damages or liabilities, costs joint or several, to which they or any of them 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, damages or liabilities (including, without limitation, reasonable attorney’s feesor actions in respect thereof) and expenses imposed on such person caused by (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus the Company Information or any preliminary prospectus other information provided by the Company to any holder or prospective purchaser of the Securities hereof, or in any amendment amendments thereof or supplement thereto supplements thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, except insofar as the same are based upon any information furnished in writing and agrees to the Company by reimburse each such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons Indemnified Party for any legal and any or other expenses reasonably incurred by them in connection with investigating or defending any such claims. The foregoing is subject to the condition thataction or claim as such expenses are incurred; provided, insofar as the foregoing indemnities relate however, that with respect to any such untrue statement, statement or alleged untrue statement, omission statement of a material fact contained in the Company Information or alleged omission made in any preliminary prospectus other information provided by the Company to any holder or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement theretoprospective purchaser of the Securities hereof, the above indemnity obligations of the Company agreement contained in this Section 8 shall not inure to the benefit of any indemnified party if Underwriter to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (a) to the extent required by applicable law, a copy of such corrected the Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by to such indemnified party person at or prior to the time such action was required written confirmation of the sale of such indemnified party Securities to such person and (b) the untrue statement in or omission from such preliminary prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the 1933 Act and if delivery Company with the provisions of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense toSection 4(iv) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitieshereof.

Indemnification by Company. The Company agrees to shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmlesseach Indemnitee harmless from, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners any and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilitiesliabilities and related expenses, costs (includingincluding the fees, without limitationcharges and disbursements of any counsel for any Indemnitee, reasonable attorney’s fees) and expenses imposed on such person caused incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) any untrue the execution or alleged untrue statement delivery of a material fact contained in any Registration Statement, Prospectus this Agreement or any preliminary prospectus agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingother transactions contemplated hereby, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank 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), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any federal, state or common law, rule or regulation applicable Environmental Liability related in any way to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectusof its Subsidiaries, or (iv) any amendment actual or supplement theretoprospective claim, and shall reimburse in accordance with subparagraph (c) belowlitigation, each investigation or proceeding relating to any of the foregoing persons for any legal and foregoing, whether based on contract, tort or any other expenses reasonably incurred in connection with investigating theory and regardless of whether any Indemnitee is a party thereto and whether or defending not any such claims. The foregoing claim, litigation, investigation or proceeding is subject brought by the Company, its Affiliates or any other Person; provided that such indemnity shall not, as to any Indemnitee, be available to the condition thatextent that such losses, insofar as claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission gross negligence or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations wilful misconduct of the Company such Indemnitee. This paragraph (b) shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party apply with respect to such statement Taxes other than any Taxes that represent claims, losses or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of damages arising from any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesnon-Tax claim.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by the law, the Purchaserseach Holder, each of their its officers, directors, partners directors and employees agents and each person Person who controls the Purchasers such Holder or agents (within the meaning of the 0000 XxxSecurities Act) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) liabilities and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon contained in any information furnished in writing to the Company by such Purchasers, Holder expressly for use therein; vi however, or (ii) any violation by that the Company of shall not be liable in any federal, state or common law, rule or regulation applicable such case to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending extent that any such claims. The foregoing is subject to the condition thatloss, insofar as the foregoing indemnities relate to any claim, damage, liability or expense arises out of or in based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus if (i) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus would have corrected such untrue statement or omission; and provided, further, that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure be liable in any such case to the benefit extent that any such loss claim, damage, liability or expense arises out of any indemnified party or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if a copy of such untrue statement or untrue statement, omission or alleged omission is corrected Prospectus or in an amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act Prospectus and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or if, having previously been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver or cause to be delivered such Prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security from such Holder. The Company will also indemnify underwriters, selling brokers, dealer managers, and similar securities industry professionals participating in the distribution their officers and directors and each person who controls such Persons (within the meaning of the Securities and Additional Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach Holder of Registrable Securities, each of its Affiliates and their respective partners, officers, directors, partners shareholders, employees, advisors, and employees agents and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act or English or French Law) such Persons from and against any and all losses, claims, damages, liabilities, costs judgments (includingor actions or proceedings in respect thereof, without limitation, reasonable attorney’s feeswhether or not such indemnified party is a party thereto) and expenses imposed on such person caused by expenses, joint or several (iincluding reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (A) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement under which such Registrable Securities were Registered under the Securities Act or under the FSMA, under the rules and regulations of the AMF, or under Argentine Law (including any final, preliminary or summary Prospectus or any preliminary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or (B) 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 case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as the same are based in any such case, made in any such Registration Statement in reliance upon any and in conformity with written information furnished in writing to the Company by such Purchasers, indemnified party expressly for use thereinin the preparation thereof and provided further that the Company shall not be liable to any Person who participates as an Underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such Underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or (iiaction or proceeding in respect thereof) any violation or expense arises out of such Person’s failure to send or give a copy of the final Offering Document, as the same may be then supplemented or amended, within the time required by the Company of any federal, state Securities Act or common law, rule or regulation other applicable foreign securities Laws to the Company in connection with any Registration Statement, Prospectus Person asserting the existence of an untrue statement or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time written confirmation of the sale of Registrable Securities to such action was required of such indemnified party by the 1933 Act and Person if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omissionomission was corrected in such final Offering Document. Indemnity under this Section 5(a) This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiessuch securities by such Holder.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners managers and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, law rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a6(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company hereby agrees to indemnify and hold harmlessharmless Radisys, to the fullest extent permitted by law, the Purchasers, each of their its officers, directors, partners and employees directors and each person Person who controls the Purchasers (Radisys within the meaning of the 0000 Xxx) against Securities Act, from and against, and agrees to reimburse Radisys, its officers, directors and controlling Persons with respect to, any and all claims, actions (actual or threatened), demands, losses, claims, damages, liabilities, costs (includingand expenses, including without limitationlimitation attorneys' fees, reasonable attorney’s fees) and to which any such indemnified Person may become subject under the 4 Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses imposed on such person caused by (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in such registration statement, any Registration Statementprospectus contained therein, Prospectus or any preliminary prospectus or any amendment or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, except insofar as however, that the same are based upon Company will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense suffered by Radisys, its officers, directors and controlling Persons is caused by an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with written information furnished in writing to the Company by such Purchasers, expressly Radisys specifically for use thereinin the preparation thereof; provided, further, that with respect to an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any a preliminary prospectus or Prospectus that is but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective (or an amended prospectus filed with the Commission pursuant to Rule 424(b)) (the "Final Prospectus"), or made in the Final Prospectus but eliminated in any Prospectus or amendment or supplement theretofiled subsequent to the Final Prospectus (a "Subsequent Amendment"), the above this indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus Radisys, its officers, directors or amendment or supplement thereto had controlling Persons if, having previously been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Registrable Securities and Additional Registrable SecuritiesFinal Prospectus or Subsequent Amendment, as applicable, Radisys thereafter fails to deliver, prior to or concurrently with the sale of securities to such person, a copy of the Final Prospectus or Subsequent Amendment, as applicable, to the person asserting the claim, action, demand, loss, damage, liability, cost or expense.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to To the fullest extent permitted by law, the PurchasersCompany will indemnify each Holder, each of their officersits officers and directors and partners, directorsand each person controlling such Holder within the meaning of Section 15 of the Securities Act, partners with respect to which a registration, qualification or compliance has been effected pursuant to this Exhibit A and employees each underwriter, if any, and each person who controls the Purchasers (any underwriter within the meaning of Section 15 of the 0000 Xxx) Securities Act, against all lossesexpenses, claims, damageslosses, damages or liabilities, costs joint or several (includingor actions in respect thereof), without limitationincluding any of the foregoing incurred in settlement of any litigation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) commenced or threatened, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus registration statement (or any amendment thereto) pursuant to which Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or supplement thereto or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as or arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus, offering circular or similar document (or any amendment or supplement thereto) incident to any such registration, qualification or compliance, or the same are based upon any information furnished omission or alleged omission therefrom of a material fact necessary in writing order to make the Company by such Purchasers, expressly for use statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) any violation by the Company of any federal, state the Securitieslation promulgated thereunder or common law, rule or regulation promulgated by the NYSE applicable to the Company in connection with any Registration Statementsuch registration, Prospectus qualification or any preliminary prospectus, or any amendment or supplement theretocompliance, and shall the Company will reimburse in accordance with subparagraph (c) beloweach such Holder, each of the foregoing persons its officers and directors, 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 investigating, preparing or defending any such claims. The foregoing is subject claim, loss, damage, liability or action, PROVIDED that the Company will not be liable in any such case to the condition thatextent that any such claim, insofar as the foregoing indemnities relate to loss, damage, liability or expense arises out of or is based on any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such untrue statement or omission. Indemnity under this Section 5(a) shall remain , made in full force reliance upon and effect regardless of any investigation made in conformity with written information furnished to the Company by such Holder or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiescontrolling person specifically for use therein.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach Requesting Holder and Participating Holder, each of their officersits trustees, directorsbeneficiaries, partners employees, directors and employees officers and each person Person who controls the Purchasers any such Holder (within the meaning of Section 15 of the 0000 XxxSecurities Act) from and against all losses, claims, damages, liabilities, costs (including, without limitation, and reasonable attorney’s fees) and expenses imposed on such person caused by (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon caused by or contained in any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statementwriting by such Holder specifically for use therein; PROVIDED, Prospectus or any preliminary prospectusHOWEVER, or any amendment or supplement thereto, and that the Company shall reimburse not be liable in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject case to the condition thatextent that any such loss, insofar as the foregoing indemnities relate to any claim, damage, liability or expense of such Holder arises out of or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made in any such preliminary prospectus Prospectus if: (1) such Holder or its agents failed to deliver a copy of the Prospectus to the Person asserting such loss, claim, damage, liability, or expense after the Company had furnished such Holder with a sufficient number of copies of the same and (2) the Prospectus corrected such untrue statement or omission; and PROVIDED FURTHER that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure be liable in any such case to the benefit extent that any such loss, claim, damage, liability, or expense arises out of any indemnified party or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if a copy of such untrue statement or alleged untrue statement or omission or alleged omission is corrected Prospectus or in an amendment or supplement thereto had been provided to the Prospectus and such indemnified party and was not sent Holder or given by its agent thereafter fails to deliver such indemnified party at Prospectus as so amended or supplemented prior to or concurrently with the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer sale of the Registrable Securities covered by a Registration Statement to the Person asserting such loss, claim, damage, liability, or expense after the Company had furnished such Holder with a sufficient number of copies thereof in a manner and Additional Registrable Securitiesat a time sufficient to permit delivery of the same. The Company will also indemnify underwriters, selling brokers, dealer managers, and similar securities industry professionals participating in the distribution, their officers and directors, and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act), as then customary in connection with similar transactions, if requested, including an exception relating to any information furnished to the Company in writing by such underwriters, selling brokers, dealer managers and similar securities industry professionals.

Indemnification by Company. The Company agrees to indemnify each Agent, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmlesseach Indemnitee harmless from, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners any and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilitiesliabilities and related expenses, costs (includingincluding the fees, without limitationcharges and disbursements of any counsel for any Indemnitee, reasonable attorney’s fees) and expenses imposed on such person caused incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) any untrue the execution or alleged untrue statement delivery of a material fact contained in any Registration Statement, Prospectus this Agreement or any preliminary prospectus agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingother transactions contemplated hereby, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation Loan or the use or intended use of the proceeds therefrom or any Letter of Credit or the use or intended use thereof, (iii) any transfer, sale, delivery, surrender or endorsement of any draft, demand, certificate or other document presented under any Letter of Credit, (iv) any independent undertakings issued by the Company beneficiary of any federalLetter of Credit, state (v) any unauthorized communication or common lawinstruction (whether oral, rule telephonic, written, telegraphic, facsimile or regulation applicable electronic) regarding any Letter of Credit or error in computer transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of any Letter of Credit, (vii) any third party seeking to enforce the Company rights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the fraud, forgery or illegal action of parties other than the Indemnitees with respect to any Letter of Credit, (ix) the enforcement of this Agreement or any rights or remedies under or in connection with any Registration StatementLetter of Credit Document or (x) any actual or prospective claim, Prospectus litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any preliminary prospectusother theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or any amendment or supplement theretoof its Subsidiaries); Four-Year Credit Agreement provided that such indemnity shall not, and shall reimburse in accordance with subparagraph (c) belowas to any Indemnitee, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject be available to the condition thatextent that such losses, insofar as claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the foregoing indemnities relate to gross negligence, bad faith or wilful misconduct of such Indemnitee or (y) any untrue statementaction, alleged untrue statementsuit, proceeding or claim solely among Indemnitees that does not involve an act or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company or any of its Subsidiaries, other than any such action, suit, proceeding or claim against the Administrative Agent, the Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger in its capacity, or in fulfilling its role, as Administrative Agent, Syndication Agent, Co-Documentation Agent or Joint Lead Arranger under this Agreement. This Section shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party apply with respect to such statement Taxes other than any Taxes that represent losses or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of damages arising from any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesnon-Tax claim.

Indemnification by Company. The Company agrees shall, without limitation as to time, indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach holder of Warrant Shares, each of their its officers, directors, partners agents and employees and employees, each person who controls the Purchasers such holder (within the meaning of Section 15 of the 0000 XxxAct or Section 20 of the Securities Exchange Act of 1934, as amended, hereinafter the “Exchange Act”) and the officers, directors, agents or employees of any such controlling person, from and against all losses, claims, damages, liabilities, costs (including, without limitation, all reasonable attorney’s attorneys’ fees) and expenses imposed on such person caused by (i) collectively “Loss” or “Losses”), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, Prospectus prospectus or any preliminary prospectus or any amendment or supplement thereto thereto, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any prospectus) not misleading, except insofar as the same are based solely upon any information furnished in writing to the Company by such Purchasers, expressly holder for use therein; provided, or (ii) any violation by however, that the Company of shall not be liable in any federal, state or common law, rule or regulation applicable such case to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending extent that any such claims. The foregoing Loss arises out of or is subject to the condition that, insofar as the foregoing indemnities relate to any based upon an untrue statement, statement or alleged untrue statement, omission statement or alleged omission made in any preliminary prospectus or Prospectus that is eliminated prospectus if (i) such holder failed to send or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if deliver a copy of such corrected Prospectus the prospectus or amendment or prospectus supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at with or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus written confirmation of the sale of Warrant Shares and (ii) the prospectus or amendment or prospectus supplement thereto would have eliminated (or been a sufficient defense to) any liability of corrected such indemnified party with respect to such untrue statement or omission. Indemnity under If requested, the Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Warrant Shares. It is agreed that the indemnity agreement contained in this Section 5(a9(A) shall remain not apply to amounts paid in full force and effect regardless settlement of any investigation made by or on behalf of any indemnified party and shall survive such Loss if such settlement is effected without the permitted transfer consent of the Registrable Securities and Additional Registrable SecuritiesCompany (which consent has not been unreasonably withheld).

Indemnification by Company. The Company agrees to indemnify each Agent, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmlesseach Indemnitee harmless from, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners any and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilitiesliabilities and related expenses, costs (includingincluding the fees, without limitationcharges and disbursements of any counsel for any Indemnitee, reasonable attorney’s fees) and expenses imposed on such person caused incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) any untrue the execution or alleged untrue statement delivery of a material fact contained in any Registration Statement, Prospectus this Agreement or any preliminary prospectus agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingother transactions contemplated hereby, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation Loan or the use or intended use of the proceeds therefrom or any Letter of Credit or the use or intended use thereof (including any refusal by the Company Several L/C Agent 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), (iii) any transfer, sale, delivery, surrender or endorsement of any federaldraft, state demand, certificate or common lawother document presented under any Letter of Credit, rule (iv) any independent undertakings issued by the beneficiary of any Letter of Credit, (v) any unauthorized communication or regulation applicable instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) regarding any Letter of Credit or error in computer transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of any Letter of Credit, (vii) any third party seeking to enforce the Company rights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the fraud, forgery or illegal action of parties other than the Indemnitees with respect to any Letter of Credit, (ix) the enforcement of this Agreement or any rights or remedies under or in connection with any Registration StatementLetter of Credit Document or (x) any actual or prospective claim, Prospectus litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any preliminary prospectusother theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or any amendment or supplement theretoof its Subsidiaries); provided that such indemnity shall not, and shall reimburse in accordance with subparagraph (c) belowas to any Indemnitee, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject be available to the condition thatextent that such losses, insofar as claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the foregoing indemnities relate to gross negligence, bad faith or wilful misconduct of such Indemnitee or (y) any untrue statementaction, alleged untrue statementsuit, proceeding or claim solely among Indemnitees that does not involve an act or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company or any of its Subsidiaries, other than any such action, suit, proceeding or claim against the Administrative Agent, the Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger in its capacity, or in fulfilling its role, as Administrative Agent, Syndication Agent, Co-Documentation Agent or Joint Lead Arranger under this Agreement. This Section shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party apply with respect to such statement Taxes other than any Taxes that represent losses or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of damages arising from any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesnon-Tax claim.

Indemnification by Company. The Company agrees shall indemnify the holder of the Common Stock to indemnify and hold harmless, be sold pursuant to the fullest extent permitted by lawany registration statement hereunder, the Purchasers, officers and directors of each of their officers, directors, partners and employees holder and each person person, if any, who controls the Purchasers (such holders within the meaning of Section 15 of the 0000 XxxAct or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any state securities law or regulation, against all lossesloss, claimsclaim, damagesdamage, liabilitiesexpense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, costs (includingpreparing or defending against any claim whatsoever incurred by the indemnified party in any action or proceeding between the indemnitor and indemnified party or between the indemnified party and any third party or otherwise) to which any of them may become subject under the Securities Act, without limitationthe Exchange Act or any other statute or at common law or otherwise under the laws of foreign countries, reasonable attorney’s fees) and expenses imposed on arising from such person caused by (i) registration statement or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) any Registration Statementpreliminary prospectus, Prospectus the registration statement or prospectus (as from time to time each may be amended and supplemented); (ii) any post-effective amendment or amendments or any preliminary new registration statement and prospectus in which is included the Common Stock; or (iii) any application or other document or written communication (collectively called "application") executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the SEC, any state securities commission or agency, Nasdaq or any amendment securities exchange; or supplement thereto or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as the same are based upon any unless such statement or omission is made in reliance upon, and in conformity with, written information furnished in writing to the Company by and with respect to such Purchasers, registered holders ("Purchaser Information") expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, the registration statement or prospectus, or any amendment or supplement theretothereof, and shall reimburse or in accordance with subparagraph (c) belowany application, each as the case may be, or unless the indemnities failed to deliver a final prospectus in which the material misstatement or omission was corrected. The Company agrees promptly to notify such Registered Holder of the foregoing commencement of any litigation or proceedings against the Company or any of its officers, directors or controlling persons for any legal and any other expenses reasonably incurred in connection with investigating the issue and sale or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations resale of the Company shall not inure to Common Stock or in connection with the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such registration statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesprospectus.

Indemnification by Company. The Company agrees to indemnify each Agent, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmlesseach Indemnitee harmless from, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners any and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilitiesliabilities and related expenses, costs (includingincluding the fees, without limitationcharges and disbursements of any counsel for any Indemnitee, reasonable attorney’s fees) and expenses imposed on such person caused incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) any untrue the execution or alleged untrue statement delivery of a material fact contained in any Registration Statement, Prospectus this Agreement or any preliminary prospectus agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingother transactions contemplated hereby, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation Letter of Credit or the use or intended use thereof, (iii) any transfer, sale, delivery, surrender or endorsement of any draft, demand, certificate or other document presented under any Letter of Credit, (iv) any independent undertakings issued by the Company beneficiary of any federalLetter of Credit, state (v) any unauthorized communication or common lawinstruction (whether oral, rule telephonic, written, telegraphic, facsimile or regulation applicable electronic) regarding any Letter of Credit or error in computer transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of any Letter of Credit, (vii) any third party seeking to enforce the Company rights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the fraud, forgery or illegal action of parties other than the Indemnitees, (ix) the enforcement of this Agreement or any rights or remedies under or in connection with any Registration StatementLetter of Credit Document or (x) any actual or prospective claim, Prospectus litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any preliminary prospectusother theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or any amendment or supplement theretoof its Subsidiaries); provided that such indemnity shall not, and shall reimburse in accordance with subparagraph (c) belowas to any Indemnitee, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject be available to the condition thatextent that such losses, insofar as claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission gross negligence or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations wilful misconduct of the Company such Indemnitee. This Section shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party apply with respect to such statement Taxes other than any Taxes that represent losses or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of damages arising from any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesnon-Tax claim.

Indemnification by Company. The Company agrees to will indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, harmless each of their officers, directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) Underwriter against all any losses, claims, damages, liabilitiesliabilities or expenses, costs as and when incurred, to which such Underwriter may become subject, joint or several, under the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (includingor actions or claims in respect thereof), without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus or any preliminary other prospectus relating to the Securities, or any amendment or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar and will promptly reimburse such Underwriter for any reasonable expenses (including reasonable fees and expenses for no more than one law firm for the Underwriters) when and as the same are based upon any information furnished in writing to the Company incurred by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred Underwriter in connection with investigating or defending any such claims. The foregoing is action or claim (including such losses, damages, liabilities or expenses to the extent of the aggregate amount paid in settlement of any such action or claim, provided that (subject to Section 6(c) hereof) any such settlement is effected with the condition thatwritten consent of the Company); provided, insofar as however, that the foregoing indemnities relate Company shall not be liable in any such case to an Underwriter to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Preliminary Prospectus, the Registration Statement, the Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure any other prospectus relating to the benefit of Securities or any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party in reliance upon and was not sent or given by such indemnified party at or prior to in conformity with the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesUnderwriter Information.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless, to the fullest extent permitted by law, the Purchaserseach Purchaser, each of their its officers, directors, partners and employees and each person who controls the Purchasers such Purchaser (within the meaning of the 0000 Xxx1933 Act or Applicable Canadian Securities Laws) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) amounts paid in settlement and expenses imposed on incurred by such person caused by (collectively, "Claims") insofar as such Claim arises out of or is based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement or Canadian Prospectus, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon (ii) any information furnished untrue statement or alleged untrue statement of a material fact contained in writing any preliminary Prospectus if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Company by such Purchasersfiles any amendment thereof or supplement thereto with the SEC or Principal Regulator, expressly for use as applicable) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iiiii) any violation by the Company of any federal, state state, provincial, territorial or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectusProspectus, or any amendment or supplement theretothereto (clauses (i), (ii) and (iii) being collectively, "Violations"), and shall reimburse reimburse, in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claimsClaims. The foregoing is subject Notwithstanding anything to the condition thatcontrary contained herein, insofar as the foregoing indemnities relate indemnification agreement contained in this Section 6(a): (i) shall not apply to any untrue statement, alleged untrue statement, omission a Claim by an indemnified person arising out of or alleged omission made based upon a Violation that occurs in any preliminary prospectus reliance upon and in conformity with information furnished in writing to the Company by such indemnified person or by a Purchaser on behalf of such indemnified person expressly for use in connection with the preparation of the Registration Statement or Prospectus that is eliminated or remedied in any Prospectus or such amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment thereof or supplement thereto had been provided and; (ii) shall not be available to the extent such indemnified party and Claim is based on a failure of the Purchaser to deliver or to cause to be delivered the Prospectus made available by the Company pursuant to Section 3(i) if such Prospectus was not sent or given timely made available by such indemnified party at or prior the Company reasonably in advance to the time delivery of such action Prospectus was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omissionperson. Indemnity under this Section 5(a6(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmlessharmless each Holder of Covered Securities covered by any Shelf Registration Statement, to the fullest extent permitted by lawits directors, the Purchasers, each of their officers, directorspartners, partners members, advisors, and employees and each person Person, if any, who controls the Purchasers (any such Holder within the meaning of either the 0000 Xxx1933 Act or the 1934 Act (collectively referred to for purposes of this Section 5 as a “Holder”) against all any losses, claims, damages, or liabilities, joint or several, or actions in respect thereof, to which any of them may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any the Shelf Registration Statement, Prospectus or in any preliminary prospectus Prospectus, or any amendment thereof or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are based upon any information furnished in writing to the Company by and will reimburse each such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons Holder for any legal and any or other expenses reasonably incurred by such Holder in connection with investigating or defending any such claims. The foregoing is subject action or claim as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case to the condition thatextent that any such loss, insofar as the foregoing indemnities relate claim, damage, or liability arises out of or is based upon Holder Information; and (ii) with respect to any untrue statement, alleged untrue statement, statement or omission or alleged omission of material fact made in any preliminary prospectus Shelf Registration Statement, or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement theretoProspectus, the above indemnity obligations of the Company agreement contained in this Section 5(a) shall not inure to the benefit of a Holder from whom the Person asserting any indemnified party if a copy such loss, claim, damage, or liability purchased the securities concerned, to the extent that any such loss, claim, damage, or liability of such corrected Prospectus or Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Holder; (x) delivery of the Prospectus, and any amendment or supplement thereto had been provided supplements thereto, was required by the 1933 Act to be made to such indemnified party Holder; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given by to such indemnified party Holder, at or prior to the time such action was required written confirmation of the sale of such indemnified party by the 1933 Act and if delivery securities to such Holder, a copy of such Prospectus amendments or amendment or supplement thereto would have eliminated (or been a sufficient defense to) supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability, or claim arising from an offer or sale, occurring during a Suspension Period, of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made Covered Securities by or on behalf of any indemnified party and shall survive a Notice Holder who has previously received notice from the permitted transfer Company of the Registrable Securities and Additional Registrable Securitiescommencement of the Suspension Period pursuant to Section 3(c)(vi).

Indemnification by Company. The Company hereby agrees to that it will indemnify and hold harmlessharmless the Placement Agent, to its affiliates and each officer, director, shareholder, employee and agent of the fullest extent permitted by lawPlacement Agent, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers (Placement Agent within the meaning of Section 15 of the 0000 Xxx) Securities Act or Section 20 of the Exchange Act, from and against any and all claims, losses, claims, damages, liabilitiesliabilities and expense whatsoever (including all legal fees and other expenses reasonably incurred in connection with investigating, costs (includingpreparing to defend or defending any claim, without limitationaction, reasonable attorney’s feesproceeding, inquiry, investigation or litigation, commenced or threatened, or in appearing or preparing for appearance as a witness in any action, proceeding, inquiry, investigation or litigation) and expenses imposed on such to which the indemnified person caused by may become subject arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statementfact, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any the omission or alleged omission to state therein a of material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light the circumstances in which they were made, contained in the Transaction Documents in each case except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission of material fact necessary to make the same are based upon statements not misleading in light of the circumstances in which they were made by (y) any information subscriber or (z) the Placement Agent and furnished in writing by or on behalf of the Placement Agent to the Company by such Purchasers, expressly for use thereinin the Transaction Documents, or (ii) the breach of any violation representation, warranty, covenant or agreement made by the Company of in this Agreement. Upon demand by an indemnified person at any federaltime or from time to time, state the Company will promptly reimburse the indemnified person for any loss, claim, damage, liability, or common lawexpense actually and reasonably paid by the indemnified person as to which the Company has agreed to indemnify such person. However, rule or regulation applicable the Company will not be liable under this indemnity to the Company extent that any loss, claim damage, liability or expense is found in connection with any Registration Statement, Prospectus a final judgment by a court of competent jurisdiction (after all appeals or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (cthe expiration of time to appeal) below, each to be the result of the foregoing persons for any legal indemnified person’s bad faith, willful misconduct or gross negligence in performing the services described above and any other expenses reasonably incurred in connection with investigating previous payment or defending any such claims. The foregoing is subject reimbursement by the Company will be promptly repaid to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesCompany.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the PurchasersPurchaser, each investment advisor and investment sub-advisor of the Purchaser and each of their respective officers, directors, partners partners, members and employees and each person who controls the Purchasers Purchaser (within the meaning of the 0000 1000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s 's fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasersthe Purchaser, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a6(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the PurchasersPurchaser, each of their its officers, directors, partners and employees and each person who controls the Purchasers Purchaser (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such PurchasersPurchaser, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The (a) Company agrees to indemnify and hold harmlessharmless the Funds, to the fullest extent permitted by law, the Purchasers, Transfer Agent and Distributors and each of their directors, officers, directors, partners and employees and agents, and each person person, if any, who controls the Purchasers (any of them within the meaning of Section 15 of the 0000 Xxx1933 Act (each, an "Indemnified Party" and collectively, the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages, liabilitiesliabilities (including amounts paid in settlement with the written consent of Company), costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on including reasonable legal fees and expenses, (collectively, hereinafter "Losses"), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise insofar as such person caused by Losses are related to the sale or acquisition of, or investment in, the Funds' shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statement statements of a any material fact contained in any Registration Statementthe registration statement, Prospectus prospectus or any preliminary prospectus sales literature for the Contracts or contained in the Contracts (or any amendment or supplement thereto to any of the foregoing), or any arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar PROVIDED that this paragraph 9.1(a) shall not apply as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party Indemnified Party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain omission or such alleged statement or omission was made in full force reliance upon and effect regardless of any investigation made in conformity with written information furnished to Company by or on behalf of a Fund, Distributors or Transfer Agent for use in the registration statement or prospectus for the Contracts or in the Contracts or in sales literature (or any indemnified party and shall survive amendment or supplement) or otherwise for use in connection with the permitted transfer sale of the Registrable Securities Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations (other than statements or representations provided by Transfer Agent, Distributors, Funds or any person under their control) or unlawful conduct of Company, its Designees or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon and Additional Registrable Securities.in conformity with written information furnished to a Fund, Transfer Agent or Distributors by or on behalf of Company; or (iv) arise out of, or as a result of, any material failure by Company, its Designees or persons under the Company's or Designees' control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company, its Designees or persons under the Company's or Designees' control in this Agreement or arise out of or result from any other material breach of this Agreement by Company. its Designees or persons under the Company's or Designees' control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Transfer Agent or Distributors to instructions that it reasonably believes were originated by an authorized agent of Company. For purposes of this paragraph, "authorized agent of Company" shall mean any individual set forth in Exhibit E to this Agreement. This indemnification provision is in addition to any liability which the Company or its Designees may otherwise have. (b) Company shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Funds, whichever is applicable. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying Party. The indemnifying Party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against the Indemnified Parties in connection with the issuance or sale of Fund shares or the Contracts or the operation of a Fund. 9.2

Indemnification by Company. The As an inducement to QuantRx to enter into this Agreement and the Related Documents, and acknowledging that QuantRx is relying on the indemnification provided in this Section 6 in entering into this Agreement and the Related Documents, Company agrees to indemnify indemnify, defend and hold harmlessharmless QuantRx, to the fullest extent permitted by lawand its affiliates, the Purchasersemployees, each of their officers, directors, partners successors and employees assigns (collectively, “QuantRx Affiliates”), from and each person who controls against any Claims and Losses suffered or incurred by QuantRx as a result of or in connection with the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by following: (i) any untrue or alleged untrue statement of a material fact breach of any obligation, representation, warranty, covenant or agreement of Company in this Agreement, or because any representation or warranty by Company contained in any Registration Statement, Prospectus this Agreement or any preliminary prospectus Related Document, in any document furnished or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary furnished pursuant to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing this Agreement by Company to the Company by such Purchasers, expressly for use thereinQuantRx, or any of their representatives, or any documents furnished to QuantRx in connection with the Closing hereunder, shall be false; (ii) any violation by the Company and all Claims and Losses of any federalQuantRx, state or common law, rule or regulation applicable to the extent such Claims and Losses arise out of conduct related to the Assets or Lateral Flow Products by Company after the Closing, except for matters which are the subject of indemnification pursuant to Section 6.1(a)(i); and (iii) costs and expenses (including reasonable attorneys’ fees) incurred by QuantRx in connection with any Registration Statementaction, Prospectus suit, proceeding, demand, assessment or judgment incident to any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claimsforegoing. The foregoing is subject Notwithstanding anything to the condition thatcontrary set forth in this Section 6.1(b), insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of (i) the Company shall not inure be obligated to indemnify the benefit QuantRx or any of any indemnified party if a copy the QuantRx Affiliates until Claims and Losses incurred exceed $25,000 in the aggregate and (b) the maximum amount of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party indemnifiable Claims and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity Losses that may be recovered under this Section 5(a6.1(b) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesnot exceed $5,000,000.

Indemnification by Company. The Company agrees to indemnify and hold harmlessharmless each Indemnified Holder from and against all Claims arising out of or based upon any Misstatement or alleged Misstatement in the Registration Statement as it is declared effective, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers any issuer free-writing prospectus (within the meaning as defined in Rule 433(h) of the 0000 XxxSecurities Act) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary Prospectus included in such effective Registration Statement or prospectus or any amendment or supplement thereto or any omission or alleged omission used to state therein a material fact required to be stated therein or necessary to make sell the statements therein not misleadingRegistrable Securities by such Indemnified Holder, except insofar as the same are such Misstatement or alleged Misstatement was based upon any or reliance upon information furnished in writing to the Company by such Purchasers, Indemnified Holder expressly for use therein, in the document containing such Misstatement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claimsalleged Misstatement. The foregoing is subject notwithstanding, the Company shall not be liable to the condition that, insofar as the foregoing indemnities relate to extent that any untrue statement, alleged untrue statement, omission such Claim arises out of or is based upon a Misstatement or alleged omission Misstatement made in any preliminary prospectus if: (i) such Indemnified Holder failed to send or deliver a copy of the Prospectus that is eliminated with or remedied in any prior to the delivery of written confirmation of the sale of Registrable Securities giving rise to such Claim and (ii) the Prospectus would have corrected such untrue statement or amendment or supplement theretoomission. In addition, the above indemnity obligations of the Company shall not inure be liable to the benefit extent that any such Claim arises out of any indemnified party or is based upon a Misstatement or alleged Misstatement in a Prospectus, (x) if a copy of such Misstatement or alleged Misstatement is corrected Prospectus or in an amendment or supplement thereto had been provided to such indemnified party Prospectus and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or y) having previously been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made furnished by or on behalf of any indemnified party and shall survive the permitted transfer Company with copies of the Prospectus as so amended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale to the person who purchased a Registrable Security from such Indemnified Holder and who is asserting such Claim. The rights of any Holder of Registrable Securities hereunder will not be exclusive of the rights of any Holder of Registrable Securities under applicable law or any other agreement or instrument of any Holder of Registrable Securities to which the Company is a party. Nothing in such other agreement or instrument will be interpreted as limiting or otherwise adversely affecting a Holder of Registrable Securities hereunder and Additional nothing in this Agreement will be interpreted as limiting or otherwise adversely affecting the Holder of Registrable Securities.’ rights under any such other agreement or instrument; provided, however, that no Indemnified Holder will be entitled hereunder to recover more than its indemnified Claims. The indemnity agreement contained in this

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Purchaserseach holder of Registrable Securities, each of its Affiliates and their respective officers, directors, partners shareholders, employees, advisors, and employees agents and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, costs (including, without limitation, reasonable attorney’s feeswhether or not such indemnified party is a party thereto) and expenses imposed on such person caused by expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a "Loss" and collectively "Losses") arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus or any preliminary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or (ii) 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 case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; provided, except insofar as however, that the same are Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied such Registration Statement in any Prospectus or amendment or supplement thereto, the above indemnity obligations of reliance upon and in conformity with written information furnished to the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior expressly for use in the preparation thereof. This indemnity shall be in addition to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omissionthe Company may otherwise have. Indemnity under this Section 5(a) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the permitted transfer of such securities by such holder. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the Registrable distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and Additional Registrable Securitiesthe Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Indemnification by Company. The Company agrees to indemnify and hold harmless, to To the fullest extent permitted by law, the PurchasersCompany will indemnify and hold harmless each Holder of Registrable Securities that are included in a registration statement pursuant to the provisions hereof, each of their its directors and officers, directors, partners and employees any underwriter (as defined in the Securities Act) for such Holder and each person Person, if any, who controls the Purchasers (such Holder or such underwriter within the meaning of the 0000 XxxSecurities Act, from and against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all loss, damage, liability (collectively, “Losses”) against all lossesto which such Holder or any such underwriter or controlling Person may become subject under the Securities Act, claimsstate securities laws or otherwise, damagesand the Company will pay to each such Holder, liabilities, underwriter or controlling person any legal or other costs (including, without limitation, reasonable attorney’s fees) and or expenses imposed on reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such Losses are caused by (i) any untrue statement or alleged untrue statement of a any material fact contained in such registration statement, any Registration Statement, Prospectus or any preliminary prospectus contained therein or any amendment or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; provided, except insofar as however, that the same are Company will not be liable in any such case to the extent that any such Loss arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, an untrue statement or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, statement or omission or alleged omission so made in conformity with information furnished by such Holder, such underwriter or such controlling Person in writing specifically for use in the preparation thereof, provided however, that the indemnity agreement in this Section 2.7(a) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party Holder on account of any Loss whatsoever arising from the sale of any Registrable Securities by such Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.amendments or